Exscientia and Recursion in proposed transatlantic life sciences combination

The two companies have entered into a definitive agreement to combine their businesses to create a leading technology-first, end-to-end drug discovery platform. Recursion is a leading clinical stage technology-enabled biotech company decoding biology to industrialize drug discovery. Exscientia is a technology-driven clinical stage drug design and development company, committed to creating more effective medicines for patients.

Under the terms of the proposed transaction, Exscientia shareholders will receive shares of Recursion Class A common stock owning approximately 26% of the combined company, based on Recursion’s current share count.

A cross-border A&O Shearman team is working closely with Exscientia’s board and executive committee, including general counsel Dan Ireland. The A&O Shearman team is led by M&A partners and Global Life Sciences & Healthcare heads Matthew Appleton (London) and Clare O’Brien (New York), together with M&A partners Nick Withers (London) and Christopher Glenn (New York).

Dan Ireland, Exscientia general counsel said: “The knowledge and expertise that the A&O Shearman team has provided has been exceptional. Being able to work with a single firm, which is equally strong on both sides of the Atlantic has added significant value to us on such a transformational deal.”

Matthew Appleton commented: “We are delighted to work with Exscientia and bring the capabilities of A&O Shearman to bear in supporting the combination with Recursion. Our work on this major life sciences transaction demonstrates the ability of A&O Shearman to bring together a multi-disciplinary transatlantic team to provide expert advice on highly complex cross border issues. It underlines the strength we bring to the global M&A marketplace.”

Clare O’Brien added: “This is an exciting and complementary combination of two leading edge life sciences businesses, and it has been a pleasure to work alongside Dan Ireland and the rest of the Exscientia team. We expect M&A to continue to play an important role in in this sector and companies to require the support of legal firms that can provide multi-jurisdictional advice to help deliver these complex transactions.

Both companies are listed on Nasdaq. The transaction is expected to close by early 2025, subject to the satisfaction or waiver of customary closing conditions including approval of both Exscientia and Recursion shareholders.

The A&O Shearman transatlantic team is led by M&A partners Matthew Appleton and Nick Withers in London, and Clare O’Brien and Christopher Glenn in New York. They were supported by M&A associates Ben Brooks, Elliot Manley and Isabelle Graves in London and Rena Katsuyama and Sebastian de la Puente in New York.

Advice on antitrust issues is led by partners Jessica Delbaum (New York) and Thomas Masterman (London), together with counsel Jessica Bowring (London) and associate Kaylynn Moss (New York).

Advice on employment and benefits is led by partners Sarah Henchoz (London), Gillian Moldowan (New York) and Paul McCarthy (London) together with associates K.J. Salameh and Sydney Phipps (New York).

U.K. tax advice is being provided by Lydia Challen, partner. U.S. tax advice is being provided by Jay Singer, partner and John Hibbard, counsel.

Intellectual property advice is being led by partner and Global Life Sciences & Healthcare head Jim Ford, together with senior associate Megan McMellon and associate Millie Fantham.