FBC represented Applied Immune Technologies Ltd. in a complex merger transaction

FBC represented Applied Immune Technologies Ltd. (“AIT”), a drug development company specializing in therapeutic applications for cancer and other autoimmune diseases, owned by Technion Research and Development Foundation Ltd., Technion Investment Opportunities Fund, OrbiMed Israel Partners Limited Partnership, Novartis Bioventures Ltd., Pontifax funds and others, in a complex merger transaction for the purchase and sale of all of AIT securities to Adicet Bio, Inc., a Delaware (California based) biotechnology company (“Adicet”), in exchange for Adicet’s issued securities.
 
The merger between AIT and Adicet is intended to create a unique collaboration in the field of autoimmune technology enabled by the combination of the parties’ related expertise, for the purpose of development of therapeutic and diagnostic applications in the fields of cancer, viral and autoimmune diseases, as well as other targeted immunotherapies.
 
Following the closing of the transaction, AIT securities shall be exchanged with Adicet’s securities, such that AIT shareholders shall receive Adicet shares in exchange for their AIT shares, along with an exchange of employees and consultants’ options and exercise of warrants.
 
In addition, the transaction was designed taking into account additional investments made by certain AIT shareholders at the closing, and complex tax issues.