Cooley is advising Ambit Biosciences on its agreement to be acquired by Daiichi Sankyo Company, Ltd. for approximately $315 million on a fully diluted basis. In addition to the upfront cash payment, each Ambit Biosciences stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $4.50 for each share they own if certain commercialization related milestones are achieved. The total transaction is valued at up to $410 million on a fully diluted basis.

The companies entered into a definitive merger agreement, which is subject to the tender of more than 50 percent of all shares of Ambit Biosciences, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and customary closing conditions.

Ambit Biosciences is a biopharmaceutical company focused on the discovery, development and commercialization of drugs to treat unmet medical needs in oncology, autoimmune and inflammatory diseases by inhibiting kinases that are important drivers for those diseases. Daiichi Sankyo is a global pharmaceutical company with corporate origins in Japan that provides innovative products and services to more than 50 countries around the world.

The Cooley corporate team advising Ambit Biosciences includes partners Tom Coll, Barbara Borden, head of the firm’s M&A practice, and Charles Bair, special counsel Rama Padmanabhan, and associates Jon Russo and Karen Deschaine. Critical support for the transaction is being provided by partner Kay Chandler (life sciences corporate partnering and licensing), partner Francis Fryscak (antitrust), and associate Megan Arthur (compensation and benefits).