On June 14, 2021, AbSci, the synthetic biology company unlocking the potential of proteins as next-generation therapeutics, announced the acquisition of Totient, a discovery company harnessing human immune responses to identify novel antibodies and their therapeutic targets. The acquisition adds antibody and target discovery technology to AbSci's platform for therapeutic protein design and biomanufacturing optimization. Wilson Sonsini Goodrich & Rosati represented Totient in the transaction.

As a result of the merger, Totient became a wholly-owned subsidiary of AbSci. AbSci paid the former stockholders and noteholders of Totient upfront cash consideration of $40 million, subject to customary purchase price adjustments, including consideration in exchange for the cancellation of unexercised outstanding options to purchase shares of Totient common stock, whether vested or unvested, and outstanding stock appreciation rights previously granted by Totient. Holders of Totient’s Class A common stock also received an aggregate of 2,212,208 shares of common stock, subject to certain vesting conditions. In addition, Totient’s Class A common stockholders and noteholders are eligible to receive up to an additional $15 million in cash upon the achievement of certain milestones.

The Wilson Sonsini team that represented Totient in the transaction included:

Mark Fitzgerald
John Aguirre
Michelle Wallin
Josephine Aiello LeBeau
David Hoffmeister
Matthew Staples
Gregory Broome
Farah Gerdes
Lou Lieto
James Clessuras
Leah Hengemuhle
Drew Kohlmeier
Priyanka Nawathe
Jessica Bliss
Matthew Gorman
Anne Seymour
Eva Yin
Clark Lin
Daniel Chen
Michael O'Brien
Shefali Tandon
Payal Vyas

For more information, please see AbSci’s press release.