Simmons & Simmons is advising J.P. Morgan Securities plc (“J.P. Morgan Cazenove”) and Peel Hunt LLP (“Peel Hunt”) as joint sponsors and joint bookrunners on a £275m Placing and Open Offer by Circassia Pharmaceuticals plc (“Circassia”).

Circassia, the speciality biopharmaceutical company, announced on 15 May 2015 a Placing and Open Offer to raise approximately £275m through the issue of 95,469,537 new ordinary shares, representing 50.4% of its existing issued share capital.

Circassia also separately announced on the same day its intention to make an all-cash offer to acquire the entire issued and to be issued share capital of Aerocrine AB (“Aerocrine”), a Swedish-listed company focused on development and commercialisation of medical diagnostic products for use in the diagnosis and management of patients with asthma, for a total consideration of up to SEK 1.78bn (approximately £139m), and that it has conditionally agreed to acquire Prosonix Limited (“Prosonix”), a privately-held pharmaceutical company focused on the development or product candidates for the treatment of asthma and / or chronic obstructive pulmonary disease, for an aggregate cash consideration of up £100m.

The net proceeds of the Placing and Open Offer will be used by Circassia to fund the proposed acquisitions of Aerocrine and Prosonix. The Placing and Open is being fully underwritten by J.P. Morgan Cazenove and Peel Hunt.

The acquisition of Aerocrine, because of its size in relation to Circassia, is a Class 1 transaction for Circassia under the Listing Rules, and is therefore conditional, inter alia, upon the approval of Circassia shareholders.

The Simmons & Simmons’ Equity Capital Markets team previously advised the syndicate of underwriting banks on Circassia’s £581m London Main Market IPO in March 2014, the largest UK biotech flotation in decades (click here to read more).

Commenting on the transaction, Colin Bole, said: ‘‘Having advised the syndicate of underwriting banks on Circassia’s IPO last year, we are delighted to have been appointed by J.P. Morgan Cazenove and Peel Hunt to advise them on Circassia’s Placing and Open Offer in connection with Circassia’s proposed acquisitions of Aerocrine and Prosonix, and to play a part in the acceleration of Circassia’s strategy to become a self-sustaining speciality biopharmaceutical company focused on allergy and asthma’’.

The Simmons & Simmons team advising J.P. Morgan Cazenove and Peel Hunt is led by corporate partner Colin Bole, and includes US securities law partner Julian Perlmutter, corporate associates Thomas Burgoo and Edward Nisbet and US senior associate Jim McInerney. The team also includes specialist IP partner Richard Binns and associate James Agnew, and tax partner Nick Cronkshaw and managing associate Mark Watterson.