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Arnold & Porter Advises Coherus in Acquisition of Surface Oncology

June 16, 2023

Arnold & Porter advised Coherus Biosciences Inc. (Coherus) on its acquisition of Surface Oncology Inc. (Surface), a clinical-stage immuno-oncology company that develops next-generation immunotherapies targeting the tumor microenvironment. The transaction closed on September 8, 2023.

The acquisition will provide Coherus with multiple next-generation immunotherapies in clinical development, including a novel IL-27-targeted antibody currently in phase 2 clinical trials for lung and liver cancer, and a CCR8-targeted antibody currently in a phase 1/2 study as a monotherapy for patients with advanced solid tumors. Beyond expanding Coherus' portfolio in immuno-oncology, the transaction also highlights Coherus' unique positioning as one of a select group of immune-oncology companies that integrate high-level commercial proficiency, product-driven revenue, and innovative research and development strategies to benefit patients and the medical industry.

Under the agreement, Coherus will purchase all outstanding shares of Surface stock by offering its common stock at $5.2831 per share, resulting in a total transaction value of $40 million plus the net cash held by Surface at the time of closing, which is expected to be in the range of $20 million to $25 million.

The Arnold & Porter team was led by partners Lowell Dashefsky, co-head of the firm's Private Equity and Life Sciences Transactions practices, and Michael Penney, co-head of Arnold & Porter's Emerging Companies & Venture Capital practice. The team also included associates Claire Frost, Greg Criscitello, and Jacob Saracino on corporate and finance issues; senior associate Wayne Janke on life sciences transactions issues; partner David Sausen and senior associate Gus Weinkam on tax issues; partner Uri Horowitz and associate Kathryn Geoffroy on employee benefits and compensation issues; partner Howard Sklamberg, senior associate Elizabeth Trentacost, and associate Annie Blackman on life sciences and healthcare regulatory issues; partner Daniel Reisner and associate John Sabacinski on intellectual property issues; partner Debbie Feinstein and counsel Peter Danias and Charlotte Simphal on antitrust issues; counsel Jay Kreismann and associate Parker Brown on real estate issues; partner Jami Vibbert and associate Alexander Altman on data privacy issues; and counsel Kerry Dziubek on environmental issues.