Covington Represents Biopharmaceutical Company UCB in Acquisition of Zogenix

January 19, 2022

NEW YORK—Covington represented UCB (Euronext: UCB) in its today-announced entry into an agreement under which UCB would acquire Zogenix, Inc. (NASDAQ: ZGNX), a global biopharmaceutical company commercializing and developing therapies for rare diseases. Under the terms of the agreement, UCB will commence a tender offer to purchase all outstanding shares of Zogenix for a purchase price per share of US$ 26.00 in cash at closing, plus a contingent value right (CVR) for a potential cash payment of US$ 2.00 upon EU approval by December 31, 2023, of FINTEPLA® as an orphan medicine for treatment of Lennox-Gastaut syndrome (LGS). The upfront consideration represents an approximately 72% premium to Zogenix shares based on the 30-day volume weighted average closing stock price of Zogenix prior to signing. The total transaction is valued at up to approximately US$ 1.9 billion / € 1.7 billion.

Headquartered in Brussels, Belgium, UCB is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system.

Zogenix is a global biopharmaceutical company committed to developing and commercializing therapies with the potential to transform the lives of patients and their families living with rare diseases. The company’s first rare disease therapy, FINTEPLA® (fenfluramine) oral solution, has been approved by the U.S. Food and Drug Administration (FDA) and the European Medicines Agency and is under regulatory review in Japan for the treatment of seizures associated with Dravet syndrome, a rare, severe lifelong epilepsy. The U.S. FDA recently accepted for filing Zogenix’s supplemental New Drug Application (sNDA) and granted Priority Review for the use of FINTEPLA for the treatment of seizures associated with an additional rare epilepsy, Lennox-Gastaut syndrome (LGS). Zogenix is also initiating a study of FINTEPLA in a genetic epilepsy called CDKL5 Deficiency Disorder (CDD) and is collaborating with Tevard Biosciences to identify and develop potential next-generation gene therapies for Dravet syndrome and other genetic epilepsies. The company has an additional late-stage development program, MT-1621, in a mitochondrial disease called TK2 deficiency.

UCB General Counsel Bill Silbey and Vice President Legal Affairs Paul Thompson led the legal team. The Covington corporate team consisted of J. D. Weinberg, Kyle Rabe, Gustavo Akkerman, and Tyler Cochrane (corporate), Amy Toro, Vesta Parvaresh, and Henry Bett (life sciences), Michael Francese (employee benefits), Ansgar Simon and Xueshu (Shae) Qian (tax), James Dean and Miranda Cole (antitrust), Richard Kingham, Peter Bogaert, Scott Cunningham, Krista Carver, Rujul Desai, Marienna Murch, and Dalia Deak (regulatory), Libbie Canter and Andrew Longhi (privacy/cybersecurity), Heather Haberl (real estate), Thomas Brugato (environmental), Mona Patel (anti-corruption), Stefanie Doebler and Sanchi Khare (healthcare compliance), and George Pappas and Einar Stole (intellectual property).