Firms: MinterEllison (BARD1) 

Deal: MinterEllison advised BARD1 Life Sciences Limited (BARD1) on its proposed all scrip merger with Sienna Cancer Diagnostics Limited (Sienna) with BARD1 financial advisers Kidder Williams Limited.

BARD1 Life Sciences Ltd (ASX: BD1) is an Australian medical technology company focused on developing and commercialising non-invasive diagnostic tests for early detection of cancer.

Value: $23.7 million.

Area: M&A.

Key players: The Minters team was led by Bart Oude-Vrielink (partner) and Sudharshan Senathirajah (special counsel).

Deal significance: BARD1 has entered into a merger implementation agreement with Sienna under which BARD1 will acquire 100 per cent of the issued share capital in Sienna under a scheme of arrangement which values Sienna at $23.7 million. Sienna shareholders will receive 13 BARD1 shares for every five Sienna shares.

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Mr Oude-Vrielink and Mr Senathirajah said of the deal: “We are very pleased to have assisted BARD1 in conjunction with its financial advisers, Kidder Williams Limited on BARD1’s proposed merger with Sienna, a complementary cancer diagnostics business, through a scheme of arrangement involving all scrip consideration in a COVID-19 environment with significant market volatility affecting both listed companies.”

MinterEllison provided BARD1 with legal advice on all aspects of the transaction, including the approach, structuring, due diligence, potential FIRB issues and negotiation of the merger implementation agreement.

The deal is unique in that it combines three innovative platform technologies, which can be leveraged to develop in-house and partnered diagnostic and therapeutic products with the potential to generate new product and licensing revenues. 

The transaction provides the ability to realise synergies from these complementary businesses through operational efficiencies, shared expertise, equipment, facilities, staff and administration.