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Client Highlights
Wilson Sonsini Advises Transcarent on $58 Million Series B Funding
On June 10, 2021, Transcarent, a consumer-directed health and care experience for employees of self-insured employers and their families, announced a $58 million Series B investment led by General Catalyst and 7wireVentures, with participation from Merck Global Health Innovation Fund, Kleiner Perkins, Leaps by Bayer, GreatPoint Ventures, and Threshold Ventures, along with existing investors Alta Partners and Jove Equity Partners. The financing round brings Transcarent’s total funding to $98 million and will allow the company to respond to the demand for rapid expansion of its innovative risk-based offering for self-insured employers.
Client Highlights
Wilson Sonsini Advises Underwriters on $1.2 Billion Marqeta IPO
On June 8, 2021, Marqeta announced the pricing of its initial public offering of 45,454,546 shares of its Class A common stock at a public offering price of $27 per share, with gross proceeds to the company of over $1.2 billion. Marqeta also granted the underwriters a 30-day option to purchase up to an additional 6,818,181 shares of its Class A common stock at the initial public offering price, less underwriting discounts and commissions. The company's stock began trading on the Nasdaq Global Select Market under the ticker symbol "MQ" on June 9. The offering closed on June 11.
Client Highlights
Wilson Sonsini Represents Nautilus Biotechnology in $345 Million Business Combination with Arya Sciences Acquisition Corp III; NAUT Begins Trading on Nasdaq Global Select Market
On June 9, 2021, Nautilus Biotechnology, a company pioneering a single-molecule protein analysis platform for quantifying the proteome, announced the completion of its business combination with Arya Sciences Acquisition Corp III, a special purpose acquisition company (SPAC) sponsored by Perceptive Advisors. The combined company, Nautilus Biotechnology, began trading shares of its common stock under the ticker symbol "NAUT" on the Nasdaq Global Select Market on June 10, 2021. The business combination was approved by Arya III’s shareholders on June 8, 2021. Gross proceeds from this transaction totaled approximately $345 million, which included approximately $145 million of funds held in Arya III’s trust account and the concurrent common stock private investment in public equity (PIPE) financing of $200 million led by Perceptive Advisors, an affiliate of Arya III’s sponsor, as well as RA Capital Management, Ally Bridge Group, Bain Capital Life Sciences, Franklin Templeton Investments, OrbiMed, Alyeska Investment Group, L.P., Casdin Capital, and existing Nautilus Biotechnology shareholders including Andreessen Horowitz, Madrona Venture Group, and Vulcan Capital.
Client Highlights
Firm Advises MessageMedia on U.S. Aspects of $1.3 Billion Acquisition by Sinch AB
On June 9, 2021, Stockholm, Sweden-based Sinch AB, a global leader in cloud communications for mobile customer engagement, announced that it has entered into a definitive agreement to acquire Australia-based MessageMedia, a leader in mobile messaging solutions for small and medium-sized businesses in the United States, Australia, New Zealand, and Europe. Sinch will pay a total enterprise value of US$1.3 billion, with a total cash consideration of US$1.1 billion and 1,128,487 new shares in Sinch. Wilson Sonsini Goodrich & Rosati is advising MessageMedia on U.S. aspects of the acquisition, which is expected to close in the second half of 2021.
MessageMedia offers a web-based software-as-a-service (SaaS) suite that makes it easy to leverage two-way messaging without any need for coding or familiarity with APIs. It operates a highly automated and scalable tech platform that is purposefully tailored to meet the specific needs of small and medium-sized businesses. With a go-to-market motion built around digital customer acquisition and online self-service, the company serves over 60,000 customers and handles more than five billion mobile messages per year.
The Wilson Sonsini team advising MessageMedia on the transaction includes:
M&A
Doug Schnell
Broderick Henry
MessageMedia offers a web-based software-as-a-service (SaaS) suite that makes it easy to leverage two-way messaging without any need for coding or familiarity with APIs. It operates a highly automated and scalable tech platform that is purposefully tailored to meet the specific needs of small and medium-sized businesses. With a go-to-market motion built around digital customer acquisition and online self-service, the company serves over 60,000 customers and handles more than five billion mobile messages per year.
The Wilson Sonsini team advising MessageMedia on the transaction includes:
M&A
Doug Schnell
Broderick Henry
Client Highlights
Firm Represents Temasek in Iora Health’s $2.1 Billion Acquisition by One Medical
On June 7, 2021, 1Life Healthcare (One Medical), a leading human-centered and technology-powered primary care organization, announced that it has entered into a definitive agreement to acquire Iora Health, a human-centric, value-based primary care group with built-for-purpose technology focused on serving Medicare populations, in an all-stock transaction valued at approximately $2.1 billion. Wilson Sonsini Goodrich & Rosati represented Temasek, Iora Health’s largest investor, in connection with the transaction.
Under the terms of the agreement, Iora Health shareholders will receive 56.1 million shares of One Medical common stock. Based on the closing share price of One Medical’s common stock of $35.59 on June 4, 2021, the total transaction is valued at approximately $2.1 billion. Upon completion of the transaction, Iora Health shareholders are expected to own approximately 26.75 percent of the combined company. The transaction is expected to close in late Q3 or Q4 of 2021 and is subject to customary closing conditions, including approval by One Medical and Iora Health stockholders and receipt of regulatory approval.
The Wilson Sonsini team that represented Temasek in the transaction included:
Corporate
Barry Taylor
Regulatory
David Hoffmeister
Eva Yin
Jon Nygaard
Tax
Jonathan Zhu
Joe Mandry
Under the terms of the agreement, Iora Health shareholders will receive 56.1 million shares of One Medical common stock. Based on the closing share price of One Medical’s common stock of $35.59 on June 4, 2021, the total transaction is valued at approximately $2.1 billion. Upon completion of the transaction, Iora Health shareholders are expected to own approximately 26.75 percent of the combined company. The transaction is expected to close in late Q3 or Q4 of 2021 and is subject to customary closing conditions, including approval by One Medical and Iora Health stockholders and receipt of regulatory approval.
The Wilson Sonsini team that represented Temasek in the transaction included:
Corporate
Barry Taylor
Regulatory
David Hoffmeister
Eva Yin
Jon Nygaard
Tax
Jonathan Zhu
Joe Mandry
Client Highlights
Wilson Sonsini Represents Babylon in Plan to Go Public via $4.2 Billion Merger with Alkuri Global
On June 3, 2021, Babylon Holdings Limited, a world-leading, digital-first value-based care company, and Alkuri Global Acquisition Corp., a special purpose acquisition company, announced that they have entered into a definitive merger agreement. Upon closing of the transaction, the combined company will operate as Babylon and plans to trade on Nasdaq under the new symbol “BBLN.” The transaction reflects an initial pro forma equity value of approximately $4.2 billion and enterprise value of approximately $3.6 billion. The transaction is expected to close in the second half of 2021. Wilson Sonsini Goodrich & Rosati is representing Babylon in the merger.
The Life Sciences Report - Q1 2021
In this issue, we feature articles on managing IP development and capture at growing medtech start-ups, life sciences venture financings in which firm clients participated during 2020, the U.S.-Japan Healthcare Connection's virtual conference on the coming revolution in healthcare, and the Biden administration's signing of two bipartisan bills that aim to promote drug competition and reduce prescription drug prices, as well as a summary of select recent life sciences client highlights.