On May 21, 2019, Merck, a leading global biopharmaceutical company, and Peloton Therapeutics, a clinical-stage biopharmaceutical company, announced that the companies have entered into a definitive agreement under which Merck, through a subsidiary, will acquire privately held Peloton in a deal potentially worth up to $2.2 billion. Peloton is focused on the development of novel small molecule therapeutic candidates targeting hypoxia-inducible factor-2α for the treatment of patients with cancer and other non-oncology diseases. The company's lead candidate is PT2977, a novel oral HIF-2a inhibitor in late-stage development for renal cell carcinoma. Wilson Sonsini Goodrich & Rosati is representing Peloton in the transaction.

Under the terms of the agreement, Merck's subsidiary will acquire all outstanding shares of Peloton in exchange for an upfront payment of $1.05 billion in cash. In addition, Peloton shareholders will be eligible to receive a further $1.15 billion contingent upon successful achievement of future regulatory and sales milestones for certain candidates.

The agreement comes after Peloton publicly filed a registration statement with respect to an initial public offering in April 2019, seeking to raise around $183 million. WSGR also represented Peloton in its previous planned IPO.

The acquisition is expected to close in the third quarter of 2019, subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.

The WSGR team representing Peloton in the transactions includes:

Corporate/M&A:
Robert Ishii, Partner
Kenneth Clark, Partner
Tony Jeffries, Partner
Jennifer Knapp, Partner
Brendan Mahan, Associate
Melissa Rick, Associate
Katie Dahlinghaus, Associate
Merritt Steele, Associate
Kathleen Chun, Associate 

FDA/Healthcare Law:
David Hoffmeister, Partner
Eva Yin, Associate

Technology Transactions:
Miranda Biven, Partner
Matt Wiltermuth, Partner
Alex Key, Associate
Nimish Sheth, Associate

Patents and Innovations:
Karen Wong, Senior Of Counsel
Frank Yang, Associate

Employee Benefits and Compensation:
Brandon Gantus, Partner
Matthew Norgard, Associate

Tax: 
Myra Sutanto Shen, Partner
Timothy Shapiro, Associate

Antitrust:
Ben Labow, Partner

For more information, please see the companies' joint press release.