Global law firm Freshfields has advised the publicly listed Evotec SE on the sale of its French subsidiary Just - Evotec Biologics EU to Sandoz AG, as well as on a related licence agreement. The transaction marks a key milestone in Evotec’s strategy to establish a less capital-intensive business model.

Evotec SE, a leading life sciences company in the field of drug discovery and development, has entered into an agreement with Sandoz AG for the sale of Just - Evotec Biologics EU. As part of the transaction, Evotec has transferred its biosimilar manufacturing resources at its Toulouse site to Sandoz, enabling Sandoz to produce biosimilar medicines using Just - Evotec Biologics’ innovative continuous manufacturing technology. The transaction also includes a licence agreement and several ancillary commercial arrangements between the parties. The consideration for the shares in Just - Evotec Biologics EU amounts to approximately $350m, plus additional performance- and technology-related payments, milestones and royalties exceeding $300m. The divestment represents an important further step in the long-standing strategic partnership between Evotec and Sandoz.

Freshfields advised Evotec on all German and French legal aspects of the transaction. This included drafting and negotiating the transaction documents, including the licence agreement and ancillary commercial arrangements, advising on the employee participation process under French labour law, and providing tax advice.

The cross-border Freshfields team was led by Partner Christoph H. Seibt, supported by Principal Associates Maximilian Stöwahse, Simon Schulte-Lübberding (all Corporate/M&A) and Aljosha Barath (Commercial/IP, all Hamburg).

The team further comprised:

Partners: Vincent Daniel-Mayeur, Marie Roche (both Paris), Alexander Schwahn (Hamburg, all Tax), Gwen Senlanne (Employment Law, Paris)

Counsel: Philipp Roos (Data Protection), Sarah Rohmann (Employment Law, both Düsseldorf), Björn Junior (Tax, Hamburg), Jules Troubat (Corporate/M&A, Paris), Alexander Pospisil (Finance, Frankfurt), Juliane Ziebarth (Antitrust, Düsseldorf), Tanguy Bardet (Finance, Paris)

Principal / Senior Associates: Jil Rollmann (Corporate/M&A, Hamburg), Samvel Der Arsenian (Finance, Paris), Nicolas Sölter (Regulatory, Hamburg), Kimberly Wang (Corporate/M&A, Silicon Valley), Jan Kothe (Hamburg), Edouard Laperriere (Paris, both Tax), Christina Hinterschweiger (Antitrust, Vienna)

Associates: Yvonne Wolski (Data Protection, Commercial/IP, Düsseldorf), Zahar Quasim (Commercial/IP, Hamburg), Chabha Agréa (Employment Law, Paris), Leon Liekefett (Tax, Hamburg), Martin Leclerc Bialluch, Alexandra Harf, Melanie Jacobi (all Corporate/M&A, Hamburg), Marwan Hammache, Léa Hirschi (both Finance, Paris), Alexander Bräuer (Finance, Frankfurt), Pascal Schönemann (Antitrust, Düsseldorf)

Professional Support Lawyer: Inna Pustal (Commercial/IP, Frankfurt)

Inhouse: On the Evotec SE side, the project was led by Christian Dargel (General Counsel) and Tobias Bunke (Finance).

Teams led by Partner Christoph H. Seibt have been advising Evotec since its IPO, particularly on corporate and capital markets matters, M&A transactions and financings – most recently on the company’s dual listing on NASDAQ, the sale of Evotec DS Germany to Monacum Partners, and the unsolicited announcement of a takeover offer for Evotec shareholders by Halozyme Therapeutics.