AbbVie Acquires Syndesi Therapeutics for $1 Billion

Cleary Gottlieb represented AbbVie Inc. (AbbVie) in its successful acquisition of Syndesi Therapeutics SA (Syndesi), for a total deal value of $1 billion, consisting of $130 million payment and $870 million earn-out based on the achievement of certain milestones.

The seller group consisted of Syndesi’s Series A investors, including, UCB, Johnson & Johnson, Fountain Healthcare, Novo, the Walloon region investment fund (SRIW), and members of management.

A portion of the earn-out was structured through so-called “deferred shares,” a first in Belgium to our knowledge.

The transaction closed on February 25, 2022.

AbbVie is a global pharmaceutical company listed on the New York Stock Exchange.

Syndesi was founded as a spin-off from UCB, the Belgian-listed biopharmaceutical company, and is a biotechnology company developing molecules to treat cognitive disorders, Alzheimer’s in particular.