Fenwick Represents Corium in Pending $504 Million Acquisition By Gurnet Point Capital

Fenwick & West represented Corium International, Inc. (Nasdaq: CORI), a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty transdermal products, in its definitive merger agreement to be acquired by Gurnet Point Capital (GPC), a private investment firm focused on the healthcare and life sciences sectors. The transaction is structured as a tender offer followed immediately by a merger, which Corium’s board of directors has unanimously approved.

Following the close of the transaction, Corium will become a private company, wholly owned by GPC. Corium will continue to create additional novel products and receive financial support to quickly expand operations and establish a commercial organization that can effectively bring products to market upon approval. Under the terms of the merger agreement, GPC will pay $12.50 per share in cash upon the closing. The agreement also provides for a Contingent Value Right (CVR) of $0.50 per share that is payable based on the U.S. Food and Drug Administration’s approval of Corium’s lead product candidate, Corplex Donepezil, for the treatment of Alzheimer’s disease. Including the CVR payment, the transaction is valued at up to $504 million, which represents a 42% premium over the 30-day volume-weighted average price of Corium’s common stock. Following the transaction, which is expected to close by the end of 2018, Corium will also offer to repurchase all of its $120 million in convertible notes.

The Fenwick transaction team was led by corporate lawyers David Michaels, Ethan Skerry, Rob Freedman, Kee Kim, Lara Foster, Christine Chen, Chris Gorman, Daniel Renz, Amy Zhang and Samuel Fleuter; technology transactions lawyers Ralph Pais, Spencer Glende, Pinar Bailey, Floris de Wit, Julia Chung and Emily Lippincott; executive compensation and employee benefits lawyers Shawn Lampron, Marshall Mort and Hans Andersson; and tax lawyers Will Skinner and Ora Grinberg.