Goodwin Procter, A&O Shearman and Conyers Dill & Pearman are advising on the $800 million acquisition of Chinese clinical-stage biotech company Biotheus by German vaccine manufacturer BioNTech.

Goodwin and Conyers acted for Biotheus while A&O Shearman represented BioNTech.

In a statement, BioNTech said the deal will help its further develop its cancer drugs using its proven mRNA technology as well as other cell and protein-based therapeutics.

The Goodwin team for Guangdong-based Biotheus, which was established in 2018, is being led by Hong Kong and New York-based partner Wendy Pan and New York partner Mayan Katz. Conyers partners Richard Hall and Angie Chu led the team from their side.

The A&O team for BioNTech is being led by partners Matthew Appleton and Clare O'Brien.

The deal will be paid for predominantly in cash, with a small portion in American depositary shares, to acquire 100% of the issued share capital. It is subject to customary purchase price adjustments, plus additional performance-based contingent payments of up to $150 million if certain milestones are met, BioNTech’s statement added.


The deal is expected to close in the first quarter of 2025, subject to regulatory approvals.


Leading up to the BioNTech acquisition, Goodwin's Pan also advised Biotheus on an exclusive global license and collaboration agreement with COVID-19 vaccine maker BioNTech, to develop, manufacture and commercialize BNT327/PM8002, a bispecific antibody for cancer therapy.

In 2020, Clifford Chance, Freshfields and Covington & Burling advised on a deal in which BioNTech and Pfizer agreed to work together to develop a COVID-19 vaccine.