Reb D. Wheeler

Mergers & Acquisitions, Private Equity, Public Companies & Corporate Governance

New York +1 212 506 2414

rwheeler@mayerbrown.com

Overview

Reb Wheeler is a transactional attorney and corporate adviser whose practice is focused on mergers and acquisitions, licensing and collaboration, joint ventures, private equity, securities and general corporate matters. He advises entrepreneurs, corporations, banks and other financial institutions, private equity firms and other clients in a wide range of industries and in many parts of the world.

Reb leads Mayer Brown’s New York Corporate & Securities practice and is co-chair of the firm’s global Life Sciences group. He has extensive experience advising companies and investors in the pharmaceutical, biotech and medical device industries in connection with acquisitions, divestures, licensing transactions and joint ventures and other collaborative development and commercialization transactions, as well as commercial arrangements such as contract manufacturing and distribution agreements and co-promotion agreements. Reb’s life sciences clients range from private, early-stage firms to large multinational companies. Reb is recognized as a Leading Lawyer in Life Sciences by Legal 500 as a “Life Sciences Star” by LMG Life Sciences.

Experience

Represented Takeda in its in-license of exclusive worldwide (ex-China) rights to Fruquintinib from HUTCHMED (China) Limited for an upfront payment of $400 million, milestone payments of up to $730 million and royalties on net sales.
Represented MeMed Diagnostics in its out-licensing transaction with Beckman Coulter involving MeMed’s innovative MeMed BV™ test for differentiating bacterial from viral infections.
Representing Saol Therapeutics in connection with the sale of its portfolio of baclofen pharmaceutical products to Amneal Pharmaceuticals for $83.5 million plus deferred consideration.
Represented Saol Therapeutics in connection with its sale of its portfolio of plasma-derived hyperimmune products to Kamada Ltd. for $95 million plus deferred consideration.

Represented TriState Capital Holdings, Inc. (Nasdaq: TSC) in connection with its acquisition by Raymond James Financial, Inc. (NYSE: RJF) for cash and stock valued at approximately $1.1 billion at the time of announcement.
Represented Sebela Pharmaceuticals in a strategic financing and related joint development and collaboration agreement with Cellmax Ltd. for the development and commercialization of FirstSight™, a novel diagnostic for detecting colon cancer and abnormal adenomas.
Represented a global biotechnology company in a licensing and collaboration agreement for a monoclonal antibody-based cancer therapy in certain territories involving an upfront payment in the hundreds of millions of dollars in addition to milestone payments and royalties.
Represented Nestlé Health Science in a collaboration and licensing agreement with Senda Biosciences Inc., a portfolio company of Flagship Pioneering, Inc., for the development of novel nutritional therapies for metabolic conditions.
Represented Eyevance Pharmaceuticals in its acquisition by Santen Pharmaceutical Co. for $225 million.
Represented MeMed Diagnostics Ltd. in its out-licensing transaction with DiaSorin S.p.A. involving MeMed’s innovative MeMed BV™ test for differentiating bacterial from viral infections.
Represented Avectas in its licensing and collaboration agreement with ONK Therapeutics to develop a novel CAR NK cell therapy.
Represented Progenics Pharmaceuticals, Inc., in the renegotiation of its agreement to be acquired by Lantheus Holdings, Inc. following the reconstitution of the Progenics board through a shareholder consent solicitation after the original merger agreement was signed.
Represented Global Houghton Ltd. in its sale to Quaker Chemical Corporation for total stock and cash consideration of approximately $974 million.
Represented Greensill Capital in its acquisition of specialty finance company Finacity Corporation.
Represented Nestlé Health Science in a strategic collaboration and equity investment in Swiss-based Amazentis for the development of cellular nutrient Urolithin A.
Represented Adapt Pharma Limited, maker of opioid overdose treatment NARCAN®, in its sale to Emergent BioSolutions, Inc. for total consideration of up to $735 million.
Represented Sebela Pharmaceuticals in connection with its acquisition of Braintree Laboratories and related term loan, led by BioPharma Credit and equity financing.
Represented a global biopharmaceutical company in connection with its divestiture of two marketed pharmaceutical products in Mexico to an affiliate of Aspen Global Incorporated.
Represented Nestlé Health Science in a licensing and collaboration transaction with Codexis, Inc. pursuant to which NHS will have the option to obtain exclusive worldwide rights to certain proprietary enzymes for the management of phenylketonuria and other uses, as well as a concurrent collaboration agreement between the parties relating to the discovery of therapeutic enzymes.
Represented CIBC and its subsidiary Atlantic Trust in their acquisition of Geneva Advisors, an asset management firm with approximately $8.4 billion under management.
Represented Slayback Pharma in connection with its $60 million committed financing from KKR.
Represented Nestlé Health Science in connection with its $145 million minority investment in Aimmune Therapeutics and related strategic collaboration arrangement in connection with the development of products for the treatment of food allergies.
Represented CIBC in its acquisition of PrivateBancorp, Inc. (NASDAQ: PVTB) for cash and stock consideration valued at approximately US$5 billion.
Represented County Line Pharmaceuticals, LLC in its acquisition by Alvogen Group, Inc.
Represented CIBC in its $1 billion sale of a minority stake in American Century Investments Inc. to Nomura.
Represented Nestlé Health Science in its license and collaboration transaction with Seres Therapeutics, Inc. for the development of biologics based on the human microbiome in certain indications. The transaction provides for an upfront payment to Seres of $120 million and contingent payments tied to development and sales milestones.
Represented Brazil-based Recepta Biopharma S.A. in its out-license of a novel antibody to Mersana Therapeutics Inc. for the development of immune-oncology drugs.
Represented Adapt Pharma Limited in various aspects of its intranasal naloxone product for the treatment of opioid overdose, including its in-licensing of global rights to the product and the acquisition of the product’s US trademark.
Represented Ireland-based Vidara Therapeutics International Ltd. in its acquisition by Horizon Pharma, Inc. for cash and stock consideration valued at approximately $660 million at the time of announcement. The inversion transaction facilitated Horizon’s re-domiciliation to Ireland.
Represented JPMorgan Chase & Co. in connection with its divestiture of the assets of its subsidiary, Plymouth Park Tax Services, LLC.
Represented Shanghai Fosun Pharmaceutical in connection with its $46.3 million PIPE investment in Natures’ Sunshine Products and related joint venture.
Representing OneBeacon Insurance Group Ltd. in connection with its pending divestiture of its runoff business to an affiliate of Armour Group Holdings Ltd.
Represented Arch Capital Group Ltd. in connection with its entry into the U.S. mortgage insurance market through its pending acquisition of CMG Mortgage Insurance Company and the operating assets of PMI Mortgage Insurance Co. (in rehabilitation) for total initial consideration of approximately $300 million.
Represented UCB in connection with its divestiture of its Rochester, NY manufacturing facility to French contract manufacturer Unither Pharmaceuticals, and UCB’s entry into a long-term supply agreement with Unither pursuant to which Unither will supply certain of UCB’s key products from the Rochester facility.
Represented CIBC in its acquisition of Griffis & Small, LLC a Houston-based advisory firm specializing in acquisitions and divestitures in the oil and gas exploration and production sector.
Represented Ireland-based Azur Pharma Ltd. in its $576 million cross-border reverse merger with Jazz Pharmaceuticals Inc. to form Jazz Pharmaceuticals plc. The inversion transaction facilitated Jazz’s re-domiciliation to Ireland.
Represented a European pharmaceutical and consumer products company in connection with its entry into the U.S. market through the formation of a joint venture with a U.S. management team and the joint venture’s acquisition of a portfolio of OTC dermatological products.
Represented Nestlé Health Science S.A. in connection with its acquisition of Prometheus Laboratories Inc., a specialty diagnostics and pharmaceutical company, for undisclosed consideration.
Represented JPMorgan Chase Bank, N.A. in connection with its investment and participation in clearXchange, a joint venture among JPMorgan, Bank of America and Wells Fargo. ClearXchange operates a system that facilitates online person-to-person payments among customers of the three founding banks and other member banks.
Represented Guggenheim Life and Annuity Company in connection with its acquisition, through reinsurance, of $1.7 billion of policies and corresponding reserves and related assets from Standard Life Insurance Company of Indiana as part of Standard Life’s court-ordered rehabilitation.
Represented Merck & Co., Inc. in connection with its acquisition of a line of consumer care products in Canada and worldwide rights to the related trademarks.
Represented UCB, Inc. in connection with its divestiture of US rights to six pharmaceutical products to Actient Pharmaceuticals, LLC.
Represented Azur Pharma Ltd. in connection with its acquisition of Prialt® from Elan plc.
Represented CIBC in connection with its sale to Oppenheimer Holdings, Inc. of CIBC’s US domestic investment banking, equities and leveraged finance and related debt capital markets businesses, as well as certain related businesses in Israel, the United Kingdom and Asia.
Represented Intelliject, Inc. in connection with its outlicense of US and Canadian rights to its first product, a novel epinephrine auto-injector, to Sanofi-Aventis for upfront and contingent milestone payments totaling $230 million and tiered double-digit royalties.
Represented UCB, Inc. in connection with its divestiture of rights to four marketed pharmaceutical products and one product in development to Azur Pharma Ltd.
Represented CIBC and The Carlyle Group as lead investors in a $550 million investment to recapitalize The Bank of N.T. Butterfield & Son Limited, Bermuda’s first and largest independent bank.
Represented Schering-Plough Corporation and Intervet International B.V. in connection with their divestiture of 31 animal health products comprising 12 product franchises in the European Economic Area in two separate transactions to Pfizer and Virbac S.A. for a total of €143.3 million in order to comply with the European Commission requirements related to Schering-Plough’s acquisition of Organon Biosciences N.V.
Represented The Jordan Company in the sale of medical products distributor, HGI Holdings, Inc., to Clayton, Dubilier & Rice and GS Capital Partners for $850 million.
Represented CIBC in its $1 billion acquisition of a controlling stake in Barbados-based FirstCaribbean International Bank Limited from Barclays Bank PLC and public shareholders, including its related mandatory tender offer to minority shareholders across the Caribbean region.
Represented The Bank of Nova Scotia in its acquisition of a portfolio of precious metal loans and related assets from a leading global bank valued at approximately $900 million.
Represented Schwarz Pharma AG in connection with its outlicensing of Toviaz® to Pfizer for upfront consideration of $100 million, plus contingent milestones and royalties.

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Education

The George Washington University Law School, JD
Articles Editor, The George Washington Law Review
Stanford University, BA

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Reb D. Wheeler

Overview

Experience

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Delaware Law Alert: Efforts Standards in Life-Sciences Earnout Provisions

Distressed Bank M&A Transactions: 8 Key Questions Prospective Acquirers Should Ask Themselves

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Mayer Brown and 14 lawyers recognized in LMG Life Sciences' 2023 rankings

Mayer Brown and 13 partners recognized in LMG Life Sciences' 2022 rankings

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Hot Topics in Life Sciences Law Symposium

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