Linklaters Advises Sandoz on Acquisition of Just‑Evotec Biologics EU SAS in Toulouse

Linklaters advised Sandoz, the global leader in affordable medicines, in connection with the strategic agreement with Evotec SE to acquire Just‑Evotec Biologics EU SAS (JEB SAS) and related technology rights. The transaction provides for Sandoz to acquire 100% of the issued and outstanding shares of JEB SAS, including the Toulouse production site, and to obtain a perpetual licence to JEB’s continuous manufacturing platform. The agreement follows a non‑binding letter of intent announced on 30 July 2025 and contemplates an initial cash consideration of approximately $350 million. The licence covers an unlimited number of molecules, with up to ten potentially subject to royalty payments. The deal also restructures the existing partnership between the parties and aligns their interests through a package of royalties, development‑related investments and milestone payments tied to successful outcomes, which together could amount to up to $300 million over the coming years. These new terms fully replace the parties’ prior contractual commitments. Sandoz said the acquisition supports its strategy to capture an estimated $300 billion growth opportunity in the biosimilars market over the next decade and to reinforce its industrial autonomy by integrating internal development and manufacturing capabilities based on continuous manufacturing technology. The parties aim to finalise the transaction in 2025, subject to customary closing conditions, including approval from the French authorities under foreign investment control. Upon closing, the employees of JEB SAS will transfer with the acquired entity and join Sandoz. Linklaters represented client Sandoz with a team composed by: Pierre Tourres, partner; Véra Maramzine, counsel; Raphaël Ben Chemhoun and Farah Alabed, senior associates; Charlie Hanser and Marie‑Andrée Djiena, associates — Corporate/M&A; Lionel Vuidard, partner; Alice Klein and Cécile Boulé, senior associates — Employment; Fanny Mahler, partner; Thibaud Troublaïewitch, senior associate; Baptiste Garde and Louise Jarlégand, associates — Public Law / Energy & Infrastructure. Linklaters' Frankfurt and Düsseldorf offices were also involved.

Linklaters Advises Sandoz on Acquisition of Just‑Evotec Biologics EU SAS in Toulouse

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