June 10, 2022

Willkie advised Innoviva on the transaction.

Willkie client Innoviva, Inc., a diversified holding company with a portfolio of royalties and a growing portfolio of innovative healthcare assets, and Entasis Therapeutics Holdings Inc., an advanced late-stage clinical biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced on May 23 that the companies have entered into a definitive merger agreement.

Under the terms of the merger agreement, Innoviva is to acquire all of the outstanding shares of Entasis not already owned by Innoviva at a price of $2.20 per share in cash. The acquisition consideration values Entasis’ equity at $113 million on a fully diluted basis. Innoviva has been a strategic investor in Entasis since 2020 and already holds an equity stake of approximately 60% of the outstanding shares of Entasis common stock.

Willkie previously advised Innoviva on numerous transactions, including its investments in Entasis and Armata Pharmaceuticals, and its repurchase of an equity stake from GSK for $392 million.

The Willkie team was led by partner Jared Fertman and included partners Russell Leaf and Jonathan Kubek.