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Osborne Clarke advises hVIVO on recommended all-share merger with Open Orphan


Written on 12 December 2019

International legal practice Osborne Clarke has advised AIM-quoted hVIVO plc, an industry leading services provider in viral challenge studies and laboratory services, in relation to its recommended proposed £12.96 million all-share merger with Open Orphan plc.  AIM-quoted Open Orphan is a leading European rare/orphan disease focused pharma services company and, together with hVIVO, would have an enhanced service offering while maintaining a specialist capability in discrete competencies where the enlarged group’s expertise can offer a competitive advantage, with the potential of cross-selling complementary services.

The merger, which constitutes a reverse takeover under the AIM Rules for Companies, is subject to the approval of Open Orphan’s shareholders, was announced on 9 December 2019. It is expected that, subject to the satisfaction of certain conditions, re-admission of the shares of the enlarged group will occur at 8.00 a.m. on 17 January 2020.

Trevor Phillips, CEO of hVIVO, said “This transaction offers our shareholders the opportunity to participate in a larger business with greater growth potential. Both companies were keen to work to an ambitious timetable and the advice and support we received from the team at Osborne Clarke has been invaluable to us to announce the proposed merger in the desired timeframe. It has been a pleasure working with them“.

Commenting on the transaction, hVIVO client partner, Matthew Edwards said “We have enjoyed working with the hVIVO team on negotiations which have led to this proposed merger. hVIVO and Open Orphan share a vision for the future of European CROs, and the merger will position the enlarged group for growth and diversified risk, and position it competitively in the market.  This is another significant transaction for Osborne Clarke’s life sciences practice and demonstrates the strength of our capabilities within the wider life sciences and healthcare sector.”

The Osborne Clarke team that advised hVIVO on the transaction was led by Partners Rebecca Gordon and Matthew Edwards who were assisted by Senior Associate Ed Nisbet and Associate Stuart Miller. Partner Michael Carter and Associate Director Dan Sharman advised on the incentives arrangements. The transaction involved due diligence assistance from Osborne Clarke’s offices in France, Germany, the Netherlands and Singapore, and Matheson in Ireland.

Osborne Clarke’s life science and healthcare sector team has a strong track record of providing highly sophisticated advice to biotech clients on cutting-edge issues, across multiple service lines. They work with the biggest pharma and medical devices companies in the market.