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MoFo Advises Rakuten Medical on its Acquisition and Concurrent $90M Financing

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Morrison & Foerster advised Rakuten Medical, a clinical stage, global biotechnology company developing precision, cell-targeting therapies to treat cancer utilizing a proprietary photo-immunotherapy platform, in a carve-out asset acquisition of a key component of the mechanism of action for the company’s products from Li-Cor.

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Morrison & Foerster advised Rakuten Medical, a clinical stage, global biotechnology company developing precision, cell-targeting therapies to treat cancer utilizing a proprietary photo-immunotherapy platform, in a carve-out asset acquisition of a key component of the mechanism of action for the company’s products from Li-Cor. The acquisition ensures a reliable supply chain to support the development and commercialization of therapies on Rakuten Medical’s Illuminox™ platform as the company embarks on global Phase 3 clinical trials for its lead product which has already received marketing approval in Japan.The MoFo team also advised Rakuten Medical on a concurrent $90 million convertible note financing. Rakuten Medical has raised over $560 million of capital to date.The MoFo team was led by San Diego corporate partners Jim Krenn and Jay de Groot, with significant assistance from San Francisco technology transaction partner Rufus Pichler and associate Leanne Ta, New York corporate associates Stephanie Ference and Lee Nisson, San Diego corporate associates Andrew Dixon and Carey Hughes, San Diego patent partner Jim Mullen and associate Huang Huang, Washington D.C. antitrust partner Vishal Mehta and associates Eric J. Olson and Haydn Forrest, San Francisco tax partner Maureen Linch and associates Adam Nguyen and Jessica Stern, San Diego tax partner Shane Shelley, Washington D.C. CFIUS of counsel Aki Bayz, FDA partner Bethany Hills, and others.Read more about the transaction in the company’s <a href="https://www.prnewswire.com/news-releases/rakuten-medical-inc-acquires-key-assets-and-manufacturing-technology-from-li-cor-biosciences-301204950.html?tc" target="_blank">press release</a>.

MoFo Advises Rakuten Medical on its Acquisition and Concurrent $90M Financing

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Jim has extensive experience representing private and public companies and investors in significant business transactions from formation through liquidity. His practice focuses on mergers and acquisitions, venture capital financings, and emerging company counseling. His clients span a broad range of industries, including biopharmaceutical, artificial intelligence, medical device, e-commerce, cybersecurity, software, Internet, social media, semiconductor, unmanned vehicles, AgTech, consumer products, finance, Cleantech, and energy.Jim advises clients on private and public acquisitions on both the buy-side and sell-side across numerous transaction structures, including equity purchases, asset purchases, mergers, acquisitions and divestitures with transaction values of divisions and subsidiaries, cross-border transactions, and auctions. He has represented buyers and sellers in acquisitions and divestitures ranging from the low millions to over $1 billion.Jim counsels emerging and established life sciences and technology companies in equity financings and general corporate matters, and angel, corporate, and venture capital investors in investments in such companies. He has represented clients in over $2 billion in equity and debt financings ranging from seed rounds to $100 million-plus later-stage rounds.In addition, Jim represents public companies in public offerings, other capital markets transactions, and SEC reporting and compliance matters, and advises boards of directors on corporate governance issues.Jim serves on the Board of Directors of the San Diego Entrepreneurs Exchange.<h4>Rankings</h4><ul><li>California: Recognized as Best of the Bar – San Diego Business Journal 2015</li></ul><h4>Mergers + Acquisitions</h4><ul><li>ACEA Biosciences. Represented this medical instruments company in its sale to Agilent Technologies (NYSE: A) for $250 million.</li></ul><ul><li>Adicet Bio. Represented this biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies in its merger with a wholly-owned subsidiary of resTORbio (NASDAQ: TORC) to create a combined publicly-traded biotechnology company.</li><li>Alaska Energy & Resources Company. Represented this parent company of a regulated electric utility in Alaska in its $170 million sale to Avista (NYSE: AVA).</li><li>Astute Medical. Represented this medical diagnostic company focused on high-risk medical conditions and diseases in its $90 million sale to bioMérieux (EPA: BIM).</li><li>B. Riley Financial (NASDAQ: RILY). Represented this diversified financial services company in its $53 million private placement and merger with investment banking firm B. Riley & Co.</li><li>Biotix. Represented this private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions in its sale to Mettler-Toledo (NYSE: MTD) for an undisclosed sum.</li><li>California Cryobank. Represented this private equity-backed leader in reproductive tissue donor services and stem cell banking in multiple acquisitions.</li><li>Clean Energy Fuels (NASDAQ: CLNE). Represented this provider of natural gas as an alternative fuel for vehicle fleets in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP).</li><li>Cogent (NASDAQ: COGT). Represented this biometric identification solutions provider in its $943 million sale to 3M (NYSE: MMM).</li><li>Deere & Company (NYSE: DE). Represented this agricultural, construction, and forestry machinery corporation in its announced acquisition of the precision planting unit of Monsanto (NYSE: MON) for an undisclosed sum.</li><li>Dosatron International. Advised a leading technology solutions provider of water powered dosing pumps and systems in North America, as well as its related company Dilution Solutions, in connection with their sale to Ingersoll Rand (NYSE:IR).</li><li>Mentor (NYSE: MNT). Represented this leading supplier of medical products for the global aesthetic market in its $1.12 billion sale to Johnson & Johnson (NYSE: JNJ).</li><li>Mitchell International. Represented thisdeveloper of smart technology solutions that simplify and accelerate claims handling, repair processes, and pharmacy transactions in its acquisition of Cogent Works for an undisclosed sum.</li><li>MyChem. Represented this provider of proprietary, ultra-pure nucleotides in its sale to Maravai (NASDAQ: MRVI) for $240 million at closing with the potential for additional contingent consideration based on achievement of certain conditions after closing.</li><li>Protomer Technologies. Represented this biotechnology company in its sale to Eli Lilly and Company (NYSE: LLY) with a potential value of over $1 billion with successful achievement of future development and commercial milestones.</li><li>Rakuten Medical. Represented this biotechnology company developing a new class of precision targeted oncologic drugs in its acquisition of Medlight SA for an undisclosed sum and its acquisition of key assets and manufacturing technology from Li-Cor Biosciences for an undisclosed sum.</li><li>Safebuilt Insurance Services. Represented this managing general agent that utilizes a proprietary, intelligent distribution channel to provide the full continuum of insurance products in its sale to Integrated Specialty Coverages for an undisclosed sum.</li><li>Sequlite Genomics. Represented this next generation sequencing company in its cross-border sale to an affiliate of Fapon Biotech Inc., a leading reagent supplier based in China, for an undisclosed sum.</li></ul><ul><li>Wavestream. Represented this provider of high-power solid-state amplifiers in its $137 million sale to Spacenet, a subsidiary of Gilat Satellite Networks (NASDAQ: GILT).</li></ul><h4>Venture Financings</h4><ul><li>Western Digital Capital. Represented this entityas an investor in multiple equity financings, including investments in Hightail and Upthere.</li></ul><ul><li>9amHealth. Represented this provider of virtual diabetes care in its $4 million Series Seed financing and $16 million Series A financing.</li></ul><ul><li>ACEA Biosciences. Represented this developer of cell analysis instrumentation technologies in its $30 million Series E Preferred Stock financing.</li><li>Adicet Bio. Represented this biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies in its Series A financing of up to $51 million, and $80 million Series B financing.</li><li>Astute Medical. Represented this medical diagnostic company focused on high-risk medical conditions and diseases in over $200 million of equity and debt financings.</li><li>California Cryobank. Represented this private equity-backed leader in reproductive tissue donor services and stem cell banking in multiple equity and debt financings.</li><li>Carlsmed. Represented this developer of personalized surgical plans and devices in its $10 million Series A financing and $30 million Series B financing.</li><li>Forward Ventures. Represented this entity as an investor in multiple equity financings, convertible debt financings, and M&A transactions, including transactions involving HemaQuest Pharmaceuticals, LigoCyte Pharmaceuticals, Ambit Biosciences, and Syndax Pharmaceuticals.</li><li>Foxen. Represented this provider of financial technology solutions for the real estate industry in its $44 million Series A financing.</li><li>Greenoaks Capital Partners. Represented this entity and its affiliates as investors in over $100 million in equity financings, debt financings, and secondary transactions, including Coupang and several other prominent e-commerce companies.</li><li>Oak Investment Partners. Represented this entity as an investor in multiple equity financings, including MobiTV and Brit Media.</li><li>OrbiMed. Represented this entity as an investor in multiple equity financings.</li><li>Petuum. Represented this artificial intelligence and machine learning software infrastructure provider in its $93 million Series B financing.</li><li>Rakuten Medical. Represented this biotechnology company developing a new class of precision targeted oncologic drugs in over $700 million of debt and equity financings.</li><li>RA Capital. Represented this entity as an investor in multiple equity financings.</li><li>Solarflare Communications. Represented this provider of application-intelligent networking I/O software and hardware platforms in over $200 million of equity and debt financings.</li><li>VoloAgri. Represented this agriculture technology company focused on seed genetics in over $150 million of equity financings.</li></ul>

Jim Krenn

Partner

Jay de Groot

Senior Counsel

Andrew Dixon is a corporate associate in the firm's San Diego office.Andrew represents clients across a wide range of Corporate matters, including general corporate, transactional and securities matters, mergers and acquisitions, and public and private offerings. Andrew’s representation of companies spans the entire corporate life-cycle, from formation to exit, and a diversity of industries and includes clients of all sizes, ranging from a single founder to large public companies.Andrew was previously a Summer Associate and Corporate Associate in our San Diego office, until his departure in 2018. Prior to re-joining the firm, Andrew served as Counsel for an international manufacturer and retailer and a boutique corporate law firm.Andrew received his J.D. with honors from The University of Chicago Law School, where he was a John M. Olin Student Fellow in Law and Economics. He also participated in The University of Chicago Corporate Lab: Transactional Clinic and was a member of The Federalist Society. Andrew received his B.A. magna cum laude in history from the University of Dallas, where he was a recipient of the Louis J. Lekai award.

Andrew Dixon

Associate

Vishal Mehta is a partner in Morrison Foerster’s Global Antitrust Law Practice Group. He advises clients on all aspects of antitrust law, with a focus on M&A, counseling, and competition issues implicated by technology markets and digital platforms.Vishal has extensive experience representing clients before the U.S. Department of Justice Antitrust Division (DOJ), Federal Trade Commission (FTC), state attorneys general, and foreign competition authorities in all phases of merger review. He spearheads high-profile merger investigations, with a strong track record of clearance, advising clients on all aspects of the deal process, including risk assessment, negotiations, due diligence, information exchanges, gun jumping, HSR, global merger control, Second Request compliance, advocacy, enforcer engagement, economic analysis, remedies, litigation, and integration planning.Vishal handles more than 80 deals annually worth more than roughly $10 billion across dozens of sectors, including AI, agriculture, AgTech, automotive, banking, cannabis, consumer products, digital advertising, education, EdTech, financial services, FinTech, gaming, healthcare, insurance, life sciences, real estate, digital streaming music, robotics, semiconductors, software, and sustainable infrastructure.Vishal speaks the language of both antitrust and transactional law. His knowledge of deal structuring and mechanics uniquely positions him to steer clients through the most challenging HSR and competition issues. His work encompasses public and private firms, PE sponsors, VCs, emerging companies, and other businesses, and covers strategic M&A, LBOs, venture and growth equity investments, divestitures, joint ventures, and other deal types.Vishal is also one of the world’s leading professionals handling antitrust issues implicated by AR/VR, video games, app stores, and smart tech, advising on issues such as vertical restraints, restrictive covenants, collaborations, information exchanges, app store policies, dealings with developers, and business strategy. He has a deep understanding of digital ecosystem architecture and the evolving global regulatory landscape as it relates to digital platforms.More broadly, Vishal counsels clients on the spectrum of antitrust issues arising in the ordinary course of business. His prior work as a secondee in-house at a global natural resources company gives him a unique perspective on how to assess risk and provide clear, practical, actionable guidance to help accomplish clients’ business objectives. He also helps clients proactively mitigate risk by conducting internal audits and designing and administering antitrust compliance programs.In addition to his robust M&A and compliance practice, Vishal has defended companies in litigation involving claims of price-fixing, hub-and-spoke conspiracy, monopolization, patent misuse, and patent infringement, and has defended clients in non-merger government investigations at the state, federal, and international levels.Vishal received his J.D. from Vanderbilt University Law School and his B.A. from the University of Pennsylvania.<h4>Representative Matters</h4><h5>Technology</h5><ul><li>Baillie Gifford in investments in Blockchain.com, Convoy, and PsiQuantum.</li><li>Ethos Capital in its acquisition of Donuts, Inc.</li><li>Infobip in equity financing and strategic investment by One Equity Partners.</li><li>Kahoot! in its acquisition of Clever Inc. for $500 million.</li><li>Kahoot! in a secondary investment by General Atlantic.</li><li>Main Post Partners in its acquisition of me & my BIG ideas, Inc.</li><li>onsemi in its acquisition of GT Advanced Technologies.</li><li>Osmo in its sale to Byjus for $120 million.</li><li>Pivotal Investment Corporation II in its merger with XL Fleet, valued at over $2 billion.</li><li>SoftBank in the merger of Yahoo Japan and Line.</li><li>SoftBank and SoftBank Vision Fund in dozens of transactions.</li><li>Temasek in over a dozen investments in FBN, InTapp, Pivot Bio, Stripe, Verily, and others.</li><li>Uber Technologies in the sale of Uber Elevate to Joby Aviation.</li><li>Unity Technologies in its acquisition of Parsec for $320 million.</li><li>Unity Technologies in its acquisition of WETA for $1.625 billion.</li><li>Visa in its acquisition of YellowPepper.</li></ul><h5>Healthcare + Life Sciences</h5><ul><li>Alpine Investors LP in its acquisition of 24 Hour Home Care.</li></ul><ul><li>DocASAP in equity financing led by Optum Ventures.</li><li>Dosatron International in its sale to Ingersoll Rand for $90 million.</li><li>Fidelio Capital in its acquisition of Veterinary Orthopedic Implants.</li><li>Fidelio Capital in its acquisition of BioMedtrix.</li><li>GigaGen in its sale to Grifols for approximately $80 million.</li><li>MyChem in its sale to Maravai LifeSciences for $240 million.</li><li>Rakuten Medical Inc. in its acquisition of phthalocyanine dyes from LI-COR Biosciences.</li><li>Reflexion in its Series D equity financing.</li><li>Uprising in leading a $1.2 billion funding round for Devoted Health.</li></ul><h5>Agriculture + AgTech</h5><ul><li>AgroFresh Solutions, Inc. in its sale to Paine Schwartz Partners.</li></ul><ul><li>AM FRESH in its acquisition of International Fruit Genetics (IFG).</li><li>Tate & Lyle in its acquisition of Sweet Green Fields for approximately $140 million.</li><li>Marrone Bio Innovations in its merger with Bioceres Crop Solutions worth $236 million.</li><li>Paine Schwartz Partners in its acquisition of Registrar Corp.</li><li>Paine Schwartz Partners in its sale of FoodChainID to Berkshire Partners.</li><li>Sierra Pacific Industries in its acquisition of Seneca Sawmill for approximately $1 billion.</li></ul><h5>Media + Telecom</h5><ul><li>Liberty Interactive Corp. in its sale of Provide Commerce to FTD for $430 million.*</li></ul><ul><li>Liberty Interactive Corp. in its acquisition of HSN, Inc.*</li><li>Liberty Media Corp. in its acquisition of Formula One for $8 billion.*</li><li>Lionsgate in its acquisition of Starz for $4.4 billion.*</li><li>SoundCloud in a $75 million equity financing from SiriusXM.</li><li>Univision in several matters, including a $1.2 billion investment by Grupo Televisa.*</li></ul><h5>Consumer Products</h5><ul><li>Honey Birdette in its sale to PLBY Group for approximately $430 million.</li></ul><ul><li>MeadWestvaco in the sale of its consumer office products business to ACCO Brands.*</li><li>Nestlé SA in its sale of Alcon to Novartis for approximately $11 billion.*</li><li>Nestlé SA in its acquisition for Kraft Foods’ frozen pizza business for $3.7 billion.*</li><li>Patagonia in a major nonprofit corporate restructuring.</li><li>Snyder’s of Hanover in its merger with Lance.*</li></ul><h5>Energy</h5><ul><li>BHP in the divestiture of its U.S. onshore shale assets for more than $10 billion.*</li></ul><ul><li>Generate Capital in its acquisition of Atlas Organics.</li><li>Generate Capital in a $2 billion equity financing.</li><li>Halliburton in its proposed acquisition of Baker Hughes for $38 billion.*</li><li>MAP Energy in the sale of its renewable energy business to Global Infrastructure Partners.</li><li>National Oilwell Varco in its acquisition of Robbins & Myers for $2.5 billion.*</li><li>National Oilwell Varco in its acquisition of Ameron International for $780 million.*</li><li>Regency Energy Partners in its acquisition PVR Partners for $5.6 billion.*</li><li>Regency Energy Partners in its acquisition of Eagle Rock Energy Partners for $1.3 billion.*</li><li>Palmetto Solar in a $375 million Series C financing.</li><li>Palmetto Solar in a $150 million investment by TPG Rise Climate.</li><li>Southwest Gas in its acquisition of Questar Pipelines for $1.545 billion.</li><li>Xpansive in a $400 million equity financing led by Blackstone Energy Partners.</li></ul><h5>Industrial</h5><ul><li>Caterpillar in its acquisition of Bucyrus International for $7.6 billion.*</li></ul><ul><li>Ingevity Corp. in its acquisition of Georgia-Pacific’s pine chemicals business for $310 million.*</li><li>MedServe in connection with its sale to Stericycle for $185 million.*</li><li>Shinagawa Refractories in its acquisition of refractory assets from Saint-Gobain S.A.</li><li>Tinicum, L.P. in its acquisition of Robert Family Holdings, LLC.</li><li>Able Services in its sale to ABM Industries in a cash transaction valued at $830 million.</li></ul><h5>Other Sectors (Financial Services, Cannabis, Real Estate, Aviation)</h5><ul><li>Community Choice Financial in its acquisition of assets from CURO Group for $345 million.</li></ul><ul><li>GCA Corp. in its sale to Houlihan Lokey for $591 million.</li><li>Greenlane, Inc. in its acquisition of KushCo Holdings, Inc.</li><li>MTY Food Group in its acquisition of BBQ Holdings for $200 million.</li><li>MTY Food Group in its acquisition of Wetzel’s Pretzels for $207 million.</li><li>Odevo in its acquisition of KW Property & Management Consulting.</li><li>Odevo in its acquisition of Spectrum Association Management.</li><li>Safford Automotive in its acquisition of Brown Automotive Group.</li><li>Sekisui House in its acquisition of Chesmar Homes for $514 million.</li><li>Sekisui House in its acquisition of the Holt Group.</li><li>Sky Harbor Group in SPAC deal with Boston Omaha worth approximately $777 million.</li><li>The Space Between in leading a $100 million equity financing for LTSE.</li><li>Unical Aviation in its sale to Platinum Equity.</li></ul>

Vishal Mehta

Haydn Forrest is an associate in the Litigation Department of Morrison Foerster’s Washington, D.C. office.Haydn practices at the intersection of privacy and antitrust. He counsels clients in connection with highly sensitive matters relating to data breaches, congressional investigations, data security, and privacy. He has particular experience advising clients on legal issues implicated by digital platforms, from ensuring that pricing policies are consistent with U.S. federal and state, and international competition laws to managing the privacy considerations relating to the collection and use of personal data. He also represents clients before the Federal Trade Commission, the U.S. Department of Justice, and foreign competition authorities in all phases of merger review, from pre-deal counseling through litigation. Haydn has also helped conduct internal investigations ranging from compliance with the Foreign Agents Registration Act and Foreign Corrupt Practices Act to potential criminal and civil antitrust violations.Prior to law school, Haydn worked at the Federal Trade Commission as an honors paralegal. Haydn received his B.A. in international relations and political science from Tufts University.

Haydn Forrest

Jessica Stern is an associate in the Federal Tax Department in the San Francisco office. Ms. Stern’s experience spans a wide range of transactional, structuring and advisory tax matters affecting businesses in both the domestic and international contexts. She regularly advises with respect to tax issues in the areas of corporate reorganizations, joint ventures, partnerships, real estate investment trusts, capital markets transactions, structured products, renewable energy, mergers and acquisitions, tax controversy, transfer pricing, and tax exempt organizations.Ms. Stern is the author or co-author of a number of articles, including MoFo’s Quick Guide to REIT IPOs and Tax Reform: Key Considerations for Real Estate Investment Trusts. She is also the co-author of the United States Chapter of The Tax Disputes and Litigation Review, published by Law Business Research.While attending the New York University School of Law, she was the Executive Articles Editor of the Review of Law and Social Change.

Jessica S. Stern

Shane is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters.Shane has substantial experience counseling on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, international structuring and capital markets offerings. He has developed a unique expertise in a variety of complex tax areas, including REITs and real estate, renewable energy and financial products. He provides advice to his REIT and real estate clients on a daily basis regarding REIT compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non–U.S. focused fund formations and joint ventures, property contributions and other transactions. He regularly advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues and tax equity structuring matters. In addition, he advises both U.S. and non–U.S. financial institutions in their capital markets offerings, including structured products and other derivative instruments, and has a detailed understanding of the U.S. tax treatment of different types of products. His breadth of experience and expertise provides him a unique ability to develop creative, business–minded solutions to his clients’ most challenging transactional tax problems across industries.Shane serves as chair of the REIT and Real Estate Tax Group at Morrison Foerster and is Chambers ranked in the area of REITs. He is the author or co–author of a number of articles, including Taxation of Real Estate Investment Trusts and Shareholders and The Partnership Tax Practice Series: Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances.  He speaks and lectures regularly on a variety of tax topics, including real estate and renewable energy investing. Shane is an adjunct professor at USD School of Law, where he currently teaches the taxation of REITs and related real estate transactions. Shane is an active participant in both the Morrison Foerster and local communities, serving on the firm’s Women’s Strategy Committee and board of directors, as well as the boards of the La Jolla Playhouse and the San Diego Volunteer Lawyer Program.Among his interests, he loves surfing with his children and beating them at chess.

Shane M. Shelley

Life Sciences + Healthcare

Mergers + Acquisitions