Exscientia and Recursion announce transatlantic merger

London-based pharmatech company Exscientia has announced a significant transatlantic merger with U.S.-based technology-enabled biotech company Recursion, marking a major development in the life sciences sector. The two companies have entered into a definitive agreement to combine their businesses, aiming to create a pioneering, technology-first, end-to-end drug discovery platform.

Recursion, a clinical-stage biotech company, is known for its advanced approach to decoding biology and industrialising drug discovery. Exscientia, also a clinical-stage company, focuses on technology-driven drug design and development with a commitment to creating more effective medicines for patients. The combination of these two innovative companies is expected to leverage their strengths to revolutionise the drug discovery process.

As part of the proposed transaction, Exscientia shareholders will receive shares of Recursion Class A common stock, giving them approximately 26% ownership of the combined company, based on Recursion’s current share count. The merger is anticipated to close by early 2025, subject to standard closing conditions, including the approval of shareholders from both companies.

A&O Shearman, an international law firm, is advising Exscientia on this transformative deal. The firm’s 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. The team is working closely with Exscientia’s board and executive committee, including general counsel Dan Ireland, to navigate the complexities of this cross-border transaction.

Dan Ireland, Exscientia’s general counsel, expressed his appreciation for the support provided by A&O Shearman, stating, “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, one of the lead partners at A&O Shearman, commented on the collaboration, saying, “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.”

Clare O’Brien, another lead partner on the deal, 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 this sector, and companies will require the support of legal firms that can provide multi-jurisdictional advice to help deliver these complex transactions.”

The A&O Shearman team also includes expertise across various legal disciplines essential for the merger’s success. Partners Jessica Delbaum and Thomas Masterman are leading the antitrust advisory efforts, while employment and benefits advice is being handled by Sarah Henchoz, Gillian Moldowan, and Paul McCarthy. Tax advice is being provided by Lydia Challen in the U.K. and Jay Singer and John Hibbard in the U.S. Intellectual property aspects are being overseen by partner Jim Ford, supported by his team.

This merger represents a significant milestone in the life sciences industry, promising to bring cutting-edge technologies and innovative approaches to drug discovery, ultimately benefiting patients and advancing the field.