Cases

Zhejiang Jiuzhou Pharmaceutical Co. Ltd. acquires 100% equity of Suzhou Novartis Pharma Technology Co. Ltd.

2019-12-31

Acting as the attorneys for Jiuzhou Pharmaceutical, Xiaojiang SHU, and Chenyang CANG, partners of Hylands’ cross-border M&A business, acquired 100% equity of Suzhou Novartis, a wholly-owned company of Novartis in Suzhou, China.

To further expand the CDMO project, develop new products, and promote the rapid growth of the business, Zhejiang Jiuzhou Pharmaceutical Co. Ltd. (Jiuzhou Pharmaceutical) signed the Equity Acquisition Agreement with Novartis International Pharmaceutical Investment Ltd. (Novartis Investment) on September 4, 2019, acquiring 100% equity of Suzhou Novartis Pharma Technology Co. Ltd. (Novartis Suzhou) after the divestment of technology and drug development assets held by Novartis Investment with self-raised funds of approximately CNY 790 million. The transaction was completed on December 20, 2019, since then Novartis Suzhou changed its name to Raybow (Suzhou) Pharmaceutical Co. Ltd. and became a wholly-owned subsidiary of Jiuzhou Pharmaceutical.

While signing the Equity Acquisition Agreement, the Parties also reached a consensus on a series of ancillary agreements, including (i) the Manufacturing and Supply Agreement for Novartis Suzhou to produce and supply active pharmaceutical ingredients and intermediates for Novartis International Pharmaceutical Branch of Ireland; (ii) the Strategy and Transition Service Agreement for Novartis Investment to provide a series of transition services to Novartis Suzhou during the transition period so that Novartis Suzhou can operate independently as soon as possible; (iii) the List of Terms and Conditions of Site Service Agreement defining the basic principles for the provision of site services by Novartis Suzhou to the newly established corporate entity that takes over the divested technology and drug development assets.

This transaction further enhanced Jiuzhou Pharmaceutical’s position as s strategic supplier in Novartis’ global supply chain. As a high-end R&D and commissioned production base, Novartis Suzhou will support Jiuzhou Pharmaceutical’s business development in Europe and North America. On the other hand, Jiuzhou Pharmaceutical will make full use of Novartis’ core business advantages to optimize its business in the fields of innovative drug CDMO one-stop service and the production of bulk pharmaceutical chemicals, etc., to meet the rapidly growing demand for commissioned R&D and production in China, especially the demand of Chinese clients to promote products in developed countries.