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MoFo Advises Rakuten Medical on its Acquisition and Concurrent $90M Financing

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Morrison & Foerster advised Rakuten Medical, a clinical stage, global biotechnology company developing precision, cell-targeting therapies to treat cancer utilizing a proprietary photo-immunotherapy platform, in a carve-out asset acquisition of a key component of the mechanism of action for the company’s products from Li-Cor.

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Morrison & Foerster advised Rakuten Medical, a clinical stage, global biotechnology company developing precision, cell-targeting therapies to treat cancer utilizing a proprietary photo-immunotherapy platform, in a carve-out asset acquisition of a key component of the mechanism of action for the company’s products from Li-Cor. The acquisition ensures a reliable supply chain to support the development and commercialization of therapies on Rakuten Medical’s Illuminox™ platform as the company embarks on global Phase 3 clinical trials for its lead product which has already received marketing approval in Japan.The MoFo team also advised Rakuten Medical on a concurrent $90 million convertible note financing. Rakuten Medical has raised over $560 million of capital to date.The MoFo team was led by San Diego corporate partners Jim Krenn and Jay de Groot, with significant assistance from San Francisco technology transaction partner Rufus Pichler and associate Leanne Ta, New York corporate associates Stephanie Ference and Lee Nisson, San Diego corporate associates Andrew Dixon and Carey Hughes, San Diego patent partner Jim Mullen and associate Huang Huang, Washington D.C. antitrust partner Vishal Mehta and associates Eric J. Olson and Haydn Forrest, San Francisco tax partner Maureen Linch and associates Adam Nguyen and Jessica Stern, San Diego tax partner Shane Shelley, Washington D.C. CFIUS of counsel Aki Bayz, FDA partner Bethany Hills, and others.Read more about the transaction in the company’s <a href="https://www.prnewswire.com/news-releases/rakuten-medical-inc-acquires-key-assets-and-manufacturing-technology-from-li-cor-biosciences-301204950.html?tc" target="_blank">press release</a>.

MoFo Advises Rakuten Medical on its Acquisition and Concurrent $90M Financing

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Jim Krenn is a corporate partner and co-chair of the firm’s Emerging Companies + Venture Capital Group. Jim has extensive experience representing private and public companies and investors in significant business transactions from formation through liquidity. His practice focuses on mergers and acquisitions, venture capital financings, and emerging company counseling. His clients span a broad range of industries, with a concentration in life science and technology companies.Jim advises clients on private and public acquisitions on both the buy-side and sell-side across numerous transaction structures, including equity purchases, asset purchases, mergers, acquisitions, divestitures, cross-border transactions, and auctions. He has represented buyers and sellers in acquisitions and divestitures ranging from the low millions to over $1 billion.Jim counsels emerging and established life sciences and technology companies in equity financings and general corporate matters, and angel, corporate, and venture capital investors in investments in such companies. He has represented clients in hundreds of venture capital financings ranging from seed rounds to $100 million-plus later-stage rounds.In addition, Jim represents public companies in public offerings, other capital markets transactions, and SEC reporting and compliance matters, and advises boards of directors on corporate governance issues.Jim is member of the firm’s Life Sciences + Healthcare Group leadership team and Artificial Intelligence steering committee and serves on the Board of Directors of the San Diego Entrepreneurs Exchange.<h4 dir="ltr">Mergers and Acquisitions</h4><ul dir="ltr"><li dir="ltr">ACEA Biosciences, a medical instruments company, in its sale to Agilent Technologies (NYSE: A) for $250 million.</li><li>Adicet Bio (Nasdaq: ACET), a biopharmaceutical company, in its merger with a wholly owned subsidiary of resTORbio (Nasdaq: TORC) to create a combined publicly traded biotechnology company.</li><li>Alaska Energy & Resources Company, a parent company of a regulated electric utility in Alaska, in its $170 million sale to Avista (NYSE: AVA).</li><li>Astute Medical, a medical diagnostic company, in its $90 million sale to bioMérieux (EPA: BIM).</li><li>B. Riley Financial (Nasdaq: RILY), a diversified financial services company, in its $53 million private placement and merger with investment banking firm B. Riley & Co.</li><li>Biotix, a private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions, in its sale to Mettler-Toledo (NYSE: MTD).</li><li>California Cryobank, a private equity-backed leader in reproductive tissue donor services and stem cell banking, in multiple acquisitions.</li><li>Clean Energy Fuels (Nasdaq: CLNE), a provider of natural gas as an alternative fuel for vehicle fleets, in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP).</li><li>Cogent (Nasdaq: COGT), a biometric identification solutions provider, in its $943 million sale to 3M (NYSE: MMM).</li><li>Deere & Company (NYSE: DE), an agricultural, construction, and forestry machinery corporation, in its planned acquisition of the precision planting unit of Monsanto (NYSE: MON).</li><li>Dosatron International, a distributor of water-powered dosing pumps and systems, in connection with its sale to Ingersoll Rand (NYSE:IR).</li><li>Gillco, a leading specialty ingredient provider, in its sale to Azelis (BR: AZE).</li><li>Mentor (NYSE: MNT), a leading supplier of medical products for the global aesthetic market, in its $1.12 billion sale to Johnson & Johnson (NYSE: JNJ).</li><li>Mitchell International, a developer of smart technology solutions, in its acquisition of Cogent Works.</li><li>MyChem, a provider of ultra-pure nucleotides, in connection with its sale to Maravai (NASDAQ: MRVI) for $240 million at closing with potential additional consideration.</li><li>Protomer Technologies, a biotechnology company, in its sale to Eli Lilly and Company (NYSE: LLY) with a potential value of over $1 billion with successful achievement of future development and commercial milestones.</li><li>Rakuten Medical, a biotechnology and medical device company, in its acquisition of Medlight SA and its acquisition of key assets and manufacturing technology from Li-Cor Biosciences.</li><li>Safebuilt Insurance Services, a managing general agent and insurance technology company, in its sale to Integrated Specialty Coverages.</li><li>Sequlite Genomics, a DNA sequencing firm, in connection with its sale to Fapon Biotech, a diagnostic technology company.</li><li>Tendo, a digital health software company, in its acquisition of MDsave, a healthcare marketplace company.</li><li>Wavestream, a provider of high-power solid-state amplifiers, in its $137 million sale to Spacenet, a subsidiary of Gilat Satellite Networks (Nasdaq: GILT).</li></ul><h4 dir="ltr">﻿Venture Financings</h4><ul><li dir="ltr">9amHealth, a provider of virtual diabetes care, in its $4 million Series Seed financing and $16 million Series A financing.</li><li>ACEA Biosciences, a developer of cell analysis instrumentation technologies, in its $30 million Series E Preferred Stock financing.</li><li>Adicet Bio, a biopharmaceutical company, in its Series A financing of up to $51 million, and $80 million Series B financing.</li><li>Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases, in over $200 million of equity and debt financings.</li><li>Bidra as an investor in multiple equity financings.</li><li>Biolumic, an agtech company, in its $13.5 million Series B financing.</li><li>California Cryobank, a private equity-backed leader in reproductive tissue donor services and stem cell banking, in multiple equity and debt financings.</li><li>Carlsmed, a medical device and artificial intelligence company, in its $10 million Series A financing, $30 million Series B financing and $52.5 million Series C financing.</li><li>Crinetics as a strategic investor in Radionetics Oncology’s $52.5 million Series A financing.</li><li>Forward Ventures as an investor in multiple equity financings, convertible debt financings, and M&A transactions.</li><li>Foxen, a provider of financial technology solutions for the real estate industry, in its $44 million Series A financing.</li><li>Greenoaks Capital Partners and its affiliates as investors in multiple equity financings, debt financings, and secondary transactions.</li><li>GroupSolver, an artificial intelligence market research platform, in multiple preferred stock financings.</li><li>Hume.ai, an artificial intelligence company, in multiple preferred stock financings.</li><li>Oak Investment Partners as an investor in multiple preferred stock financings.</li><li>OrbiMed as an investor in multiple equity financings, debt financings, and M&A transactions.</li><li>Petuum, an artificial intelligence and machine learning software infrastructure provider, in its $93 million Series B financing.</li><li>Pi Health, an AI-enabled health technology and clinical research company, in its spin-out from BeiGene, Ltd. and $35 million Series A financing.</li><li>RA Capital as an investor in multiple equity financings.</li><li>Rakuten Medical, a biotechnology and medical device company, in over $730 million of debt and equity financings.</li><li>Softbank affiliates as investors in multiple equity financings.</li><li>Solarflare Communications, a software and hardware company, in over $200 million of equity and debt financings.</li><li>VoloAgri, an agriculture technology company focused on seed genetics, in over $150 million of equity financings.</li><li>Western Digital Capital as an investor in multiple preferred stock financings.</li></ul>

Jim Krenn

Co-Chair of Emerging Companies + Venture Capital Practice

Andrew Dixon is a corporate Of Counsel in the firm's San Diego office.Andrew represents clients across a wide range of Corporate matters, including general corporate, transactional and securities matters, mergers and acquisitions, and public and private offerings. Andrew’s representation of companies spans the entire corporate life-cycle, from formation to exit, and a diversity of industries and includes clients of all sizes, ranging from a single founder to large public companies.Andrew received his J.D. with honors from The University of Chicago Law School, where he was a John M. Olin Student Fellow in Law and Economics. He also participated in The University of Chicago Corporate Lab: Transactional Clinic and was a member of The Federalist Society. Andrew received his B.A. magna cum laude in history from the University of Dallas, where he was a recipient of the Fr. Louis J. Lekai award.

Andrew Dixon

Of Counsel

Lee Nisson is an associate in the firm’s Transactions Department.Lee’s practice focuses on corporate and securities transactions, including mergers and acquisitions, private equity, and corporate and venture capital financing.﻿Lee regularly assists strategic and financial institutions and private equity funds and early and late-stage start-ups in a variety of domestic and cross-border transactions, including deal structuring and mechanics, stock and asset purchases, mergers, divestitures, and carve-outs. Lee also represents companies and funds with respect to their equity investments, entity formation, portfolio financing, and other strategic transactions, as well as general corporate governance and commercial counseling. He has advised on matters in a range of industries, including healthcare, technology, life sciences, food and agriculture, energy and structured financial products.Lee previously served as Associate General Counsel on secondment to Anzu Partners, a venture fund with approximately $1 billion in strategic assets under management focused on investing and supporting start-ups in emerging technologies, life sciences and heavy industry.Lee received his J.D. from the New York University School of Law, where he was a Competitions Staff Editor of the Moot Court Board. He received his B.A. from Brandeis University, where he graduated summa cum laude with highest honors in History and Business.Lee is proficient in Hebrew and Japanese.

Lee Nisson

Associate

Haydn Forrest is an associate in the Litigation Department of Morrison Foerster’s Washington, D.C. office.Haydn practices at the intersection of privacy and antitrust. He counsels clients in connection with highly sensitive matters relating to data breaches, congressional investigations, data security, and privacy. He has particular experience advising clients on legal issues implicated by digital platforms, from ensuring that pricing policies are consistent with U.S. federal and state, and international competition laws to managing the privacy considerations relating to the collection and use of personal data. He also represents clients before the Federal Trade Commission, the U.S. Department of Justice, and foreign competition authorities in all phases of merger review, from pre-deal counseling through litigation. Haydn has also helped conduct internal investigations ranging from compliance with the Foreign Agents Registration Act and Foreign Corrupt Practices Act to potential criminal and civil antitrust violations.Prior to law school, Haydn worked at the Federal Trade Commission as an honors paralegal. Haydn received his B.A. in international relations and political science from Tufts University.

Haydn Forrest

Shane is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters. Shane provides sought-after counseling on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings and venture capital investments. He has developed a unique expertise in a variety of complex tax areas, including REITs and real estate, renewable energy and financial products. He counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non-U.S. fund formations and joint ventures, property contributions, like-kind exchanges and other transactions. He advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues, tax equity structuring matters and the monetization of tax benefits.  Clients have described Shane as “one of the brightest tax minds” they have ever worked with, having “the rare ability to simultaneously think like a tax expert and a business leader.” Shane serves as chair of the REIT and Real Estate Tax Group at Morrison Foerster, is Chambers ranked in the area of REITs and Tax and is recommended by Legal 500, Taxes, Non-Contentious and International. He is the author or co-author of a number of articles, including the Taxation of REITs and Shareholders, Federal Income Tax Considerations in Going Private Transactions, and Tax Considerations for Venture Capital and Technology-Related Start-Ups in PLI’s Tax Practice Series. He speaks and lectures regularly on a variety of tax topics. Shane is an adjunct professor at USD School of Law, where he teaches Partnership Taxation and the Taxation of REITs and Related Real Estate Transactions. He is also a Fellow of the American College of Tax Counsel.Shane is an active participant in both the Morrison Foerster and local communities, serving on the firm’s Women’s Strategy Committee, Board of Directors and Partnership Review Committee, as well as the Boards of the La Jolla Playhouse and the San Diego Volunteer Lawyer Program.Among his interests, Shane loves surfing with his children and beating them at chess.

Shane M. Shelley

Partner

Life Sciences + Healthcare

Mergers + Acquisitions