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Freshfields advises Rayner Surgical on its acquisition of OMIDRIA from Omeros in a transaction valued in excess of $1 billion

Freshfields has advised Rayner Surgical Group Limited on its agreement to acquire OMIDRIA from Omeros Corporation in a transaction valued in excess of $1 billion. The transaction includes an upfront payment of $125 million with an additional $200 million in a commercial milestone payment. Omeros will also retain its accounts receivable balance at the closing, which was $34 million at the end of last quarter.

Rayner will pay Omeros royalties on both US and ex-US net sales of OMIDRIA. In the US, the royalty rate will be 50 percent of US net sales until the earlier of either January 1, 2025 or payment of the $200-million commercial milestone, after which Omeros will receive royalties of 30 percent of US net sales for the life of OMIDRIA’s US patent estate. The commercial milestone payment is triggered if separate payment for OMIDRIA is secured for a continuous period of at least four years. Outside of the US, Omeros will receive a 15-percent royalty rate on OMIDRIA net sales throughout the applicable patent life on a country-by-country basis.

OMIDRIA will become a key product in Rayner’s ophthalmology franchise, which includes intraocular lenses, ophthalmic viscoelastic devices and dry eye treatments. As part of the agreement, Rayner will acquire the OMIDRIA commercial organization, including the OMIDRIA sales force. In addition, Rayner plans to expand the sales force in both the US and ex-US, further strengthening its commercial presence internationally and further accelerating US market growth of OMIDRIA.

The transaction is expected to close on or before December 31, 2021 and is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Freshfields previously advised CVC Capital Partners VIII on its investment in Rayner in June 2021.

The Freshfields team is being led by life sciences transactions partner Adam Golden, private equity partners Charles Hayes and Victoria Sigeti, alongside senior associate Michal Netanyahu, associates Briony Driscoll, Sally Wu, and law clerks Nida Rais and Wicy Wang. It also includes people and reward partner Maj Vaseghi, and senior associate Sarah Ghulamhussain; tax partner Claude Stansbury; financing and capital markets partners Kyle Larkin and Alexander Mitchell, counsel Brian Lewis, and senior associates Christopher Milla and Richard Daniels.


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This material is for general information only and is not intended to provide legal advice. Prior results do not guarantee a similar outcome.