MoFo Advises OcuMension on its HKD 1.28 Billion (approx. USD 165 Million) Asset Acquisition from Alcon

Morrison Foerster (“MoFo”) is representing OcuMension Therapeutics (“OcuMension”), a Hong Kong-listed, China-based ophthalmic pharmaceutical platform dedicated to identifying, developing, and commercializing first- or best-in-class ophthalmic therapies, in its agreement with Alcon Inc. (“Alcon”), the global leader in eye care, for the acquisition of substantial assets valued at HKD 1.28 billion (approximately USD 165 million) from Alcon.

Under this arrangement, OcuMension will acquire or secure commercialization rights in China to a portfolio of eight Alcon dry eye treatments and procedural drops, including seven commercially available products and one development-stage product. The scope of the agreement also covers areas of R&D, manufacturing, and commercialization in China. In connection with the transfer of these rights, OcuMension will issue 139,159,664 shares to Alcon, representing 16.71% of its total share capital post‑issuance, with an implied per-share value of approximately HKD 9.20. Upon completion, Alcon will become one of OcuMension’s largest shareholders. The closing of the transaction is contingent upon approval by OcuMension’s shareholders at a shareholders’ meeting, along with compliance with relevant announcement and approval procedures for Hong Kong-listed companies.

This transaction navigates the complexities of U.S., European, Hong Kong, and Chinese legal and regulatory frameworks and is structured through a combination of share issuance, license-in arrangements, and asset acquisition, featuring intricate cross-border transaction design and negotiation. MoFo delivered innovative solutions to successfully resolve key issues related to drug marketing approvals, intellectual property rights, cross-border drug manufacturing and supply, employee transfers, data integrity, and other critical aspects of the deal. Notably, this transaction stands as one of the rare “Very Substantial Acquisitions” by an 18A-listed company on the Hong Kong Stock Exchange in recent years, subject to stringent scrutiny under the Hong Kong Listing Rules and related regulatory requirements throughout the review and approval process.

Highly recognized by independent directories such as Chambers and Legal 500, MoFo’s Tier 1 corporate and M&A team regularly advises HK-listed companies, investors, and financial advisers in a broad range of Hong Kong public M&A deals. In addition, the deep industry knowledge of MoFo’s life sciences team plays a key role in the success of the transaction. With nearly 100 PhDs and former government officials, along with a stellar client list of more than 500 leading private and public companies, research institutions, and founders, MoFo’s life sciences work spans all practice areas, including venture capital financing, IP strategy and litigation, strategic collaborations and licensing, FDA regulatory compliance and enforcement, corporate M&A, and transactions, as well as privacy and data security.

The MoFo team is led by Shanghai M&A/Private Equity partner Rongjing Zhao and M&A/TTG partner Chuan Sun. Key members include Shanghai associates Sarah Wang and Siyu Gao, as well as China legal assistant Yannan Yu. Hong Kong partner Matthew Lau and Washington, D.C., of counsel Nathanael Kurcab provide valuable support on tax and sanctions issues, respectively.