Alcon Research Ltd.

Alcon has replaced Aurion Biotech\'s CEO Greg Kunst “effective immediately.”\n Eye care giant Alcon appears to have gained the upper hand in the ongoing power struggle with Aurion Biotech by securing a majority stake in the clinical-stage company and replacing its CEO.The move will see Aurion \"operate as a separate company with full support from Alcon to advance its clinical-stage allogeneic cell therapy asset, AURN001, into phase 3 for corneal edema secondary to corneal endothelial disease during the second half of 2025,” an Alcon spokesperson told Fierce Biotech.As part of the transaction, Alcon said in a March 26 release that it has promoted Aurion Chief Scientific Officer Arnaud Lacoste, Ph.D., to replace Greg Kunst as CEO “effective immediately.”The two companies have been locked in a struggle for months over Aurion’s desire to list on the New York Stock Exchange. Alcon’s subsidiary Alcon Research, which is an investor in Aurion, tried to block the IPO plans in court, arguing that its rights were being violated by Aurion’s plans to go public. Aurion countersued, claiming that the investor was trying to trap the biotech so it could buy Aurion at a low price. In late January, a judge determined that Alcon’s consent was not required for an Aurion IPO, writing that the investor’s “argument is illogical in light of the parties’ contractual scheme.” At the time, Alcon said it would appeal.On one point raised by the lawsuit, regarding Alcon’s ability to vote its full share of the 40% ownership stake it has had in Aurion since October 2024, the judge backed Alcon, saying the company “has the right to vote its full block of stock.” Deerfield Management, another one of Aurion’s investors, came to the biotech\'s defense last month. The firm sued Alcon to stop what it described as “an unrelenting campaign to take over Aurion” at a cheaper price.Deerfield’s intervention was triggered by what the firm called a “Valentine’s Day massacre,” where Alcon had entered into an agreement to buy Aurion stock from fellow investor Petrichor Opportunities Fund on Feb. 14, a move that would give Alcon a majority of voting shares. Later that day, Aurion\'s executive chair of the board Thomas Frinzi resigned, and Petrichor and Alcon swapped out a Petrichor board appointee for an Alcon designee, which resulted in Alcon holding three of six total board seats, according to the suit.Deerfield and Alcon both invested in Aurion as part of a $120 million series C round Deerfield led in 2022. Aurion’s focus is on regenerative therapies for eye diseases, and its lead candidate is a cell therapy for corneal edema secondary to endothelial dysfunction, a disease that currently requires invasive specialty surgery to treat.Deerfield declined to comment to Fierce yesterday about what Alcon’s newfound majority stake in Aurion means for the more recent litigation. Aurion had not responded to Fierce’s request for comment at time of publication.

iStock, Nanzeeba Ibnat Deerfield Management claims that Alcon Research is seeking a discounted takeover of Aurion Biotech while blocking the startup’s efforts to go public. Investment firm Deerfield Management in a lawsuit on Monday alleged that Alcon Research is obstructing the initial public offering of Aurion Biotech in an effort to orchestrate a discounted takeover of the biotech. Aurion is a mid-stage company that works to develop novel eye therapies. Both Deerfield and Alcon are investors, though the latter is a bigger shareholder: Deerfield holds 34% of Aurion’s outstanding stock, while Alcon owns around 40.5%, as per the lawsuit. Last month, Aurion filed for its initial public offering (IPO)—a move that Alcon was opposed to. In the complaint, filed in Delaware’s Court of Chancery, Deerfield claimed that Aurion’s Board was “unanimous” in pursuing an IPO, with only Alcon’s representative voting against the move. “Alcon has sought to obstruct the IPO, because the IPO would thwart Alcon’s goal of buying Aurion for itself at a discount,” Deerfield alleged. On the evening of Feb. 14, Alcon then carried out what Deerfield called a “Valentine’s Day massacre” to force a deadlock of the IPO vote. That day, Board Executive Chair Thomas Frinzi “unexpectedly, and without explanation” stepped down from his role “by email.” Thereafter, “a mere six minutes later,” Alcon replaced another board member with one of its designees, Jeannette Bankes, according to Deerfield. If Bankes’ appointment is deemed valid, it would leave Aurion’s board with six people—three of whom were appointed by Alcon. The IPO vote, according to Deerfield, would be split in half, resulting in a deadlock. Shortly after, Thomas Hudnall, one of Alcon’s designated directors on Aurion’s Board, told CEO Greg Kunst that “the IPO was not going to happen and that Alcon would only provide financing that would allow Alcon to purchase the company on Alcon’s terms and at a time that would be suitable for Alcon,” Deerfield claimed. In light of these allegations, Deerfield is asking the court to deem Bankes’ appointment invalid and declare Alcon’s other actions—including alterations it made to Aurion’s bylaws and its purchase of additional voting shares from another investor—as void. Deerfield is also asking for an expedited court action. “Timing is critical,” the investment firm wrote, “because [Aurion] currently has cash sufficient to continue operations for only a few months.” Previously, a judge ruled against Alcon in a 2024 lawsuit it brought against Aurion, seeking to block the biotech’s initial plans for an IPO. In its complaint, Alcon said that Aurion needed consent from Alcon to push through with its IPO—a claim that Aurion resisted. A court ruling last month went in favor of Aurion, clearing the way for its public offering. Alcon has said that it plans to appeal the decision.

iStock, serggn Biogen’s effort to buy Sage against the board’s wishes and a long-time effort by investor Alcorn to scuttle Aurion’s IPO underscore the cutthroat nature of biopharma dealmaking. Everyone in the biopharma industry has been calling for deals, deals and more deals. Well, they finally began arriving in the opening days of the J.P. Morgan Healthcare Conference earlier this month and lucky for us journalists, some of them are getting spicy. I speak of course of Biogen’s attempt to buy long-time partner Sage Therapeutics in a deal valued at a mere $469 million. Earlier this week, Sage officially rejected the offer , saying that it significantly undervalued the neuroscience biotech and was not in the best interest of shareholders. Separately, Sage has also sued Biogen alleging that the company and its CEO Chris Viehbacher breached a standstill agreement that called for any potential deal talks to occur in private. Sage’s complaint filed Jan. 22 explains that the partners signed a stock purchase agreement on Nov. 27, 2020, which saw Biogen buy 10.7% of Sage’s stock. They agreed to develop drugs for central nervous system disorders, including now-approved Zurzuvae, splitting the profits and losses 50/50. Importantly, the parties agreed at the time to a so-called standstill provision: Biogen could not make any proposals to buy Sage unless the discussions were initiated privately. This provision protected Sage and left the board with leverage to find the best possible outcome for shareholders if Biogen did pursue an offer. Well, on Jan. 10, Biogen submitted a very public proposal to acquire Sage for $7.22 per share. The offer was disclosed in a Schedule 13D filing with the Securities and Exchange Commission. Head of Development Priya Singhal told BioSpace in an interview that the company was required to disclose the unsolicited bid. While Biogen didn’t issue a press release—and company executives did refuse to talk about the deal at the JPM meeting—it still became very public very quickly. Sage argued in its complaint to the Delaware Chancery Court that Biogen has “clearly breached the standstill provision.” Moreover, Viehbacher commented on the proposal in an interview with STAT News , with the article describing the deal as a “lowball offer” and suggested that Biogen was trying to force Sage to sell at a “cut-rate price.” Ouch. Sage went on to quote some of the analyst reaction to the offer in its complaint, including Baird analyst Brian Skorney who “compared it to a scene from The Godfather.” Again I say, ouch. So while the industry was clamoring for deals, Sage would have preferred to have been left out for the time being. The company will now seek strategic alternatives to find a path forward that’s in the best interest of shareholders. This could end up in some sort of transaction, but Biogen will probably have to bring a bigger offer if they want to seal the deal. If Biogen stays persistent, Sage could also execute what’s called a poison pill defense, selling additional shares at a discount to increase the number of shares that Biogen would have to buy up to complete the acquisition. It’s a somewhat rare but not unheard of defense mechanism. Canadian biotech Zymeworks employed this back in 2022 to fend off an unsolicited buyout from private equity firm All Blue Capital. It also had to move its headquarters to Delaware, but was successful in fighting off the bid. It’s unclear if Biogen will want to fight that hard or if it will just walk away and look elsewhere. Singhal did tell BioSpace the company was not desperate to deal . This is not the only pair of companies locking heads in the name of dealmaking right now. Alcon Research is trying to prevent a biotech it invested in called Aurion Biotech from going public. Alcon is Aurion’s largest shareholder, having supported its fundraising to the tune of $165 million. While many companies are clamoring to go public and prove that biotech has a place on Wall Street again, Alcon filed suit in October 2024 to prevent Aurion’s offering. It’s a complex case involving voting rights and preferred stock, with Alcon making numerous attempts over the years to buy Aurion. Meanwhile, Aurion began exploring an IPO in 2023. Once official plans for an IPO were revealed in mid-2024, Alcon refused to back it, pledging to continue working on a deal. Alcon filed suit at the end of October 2024, alleging that Aurion needs its consent to pursue the IPO. Aurion of course countersued. A split decision from the judge issued Jan. 27 cleared the way for the IPO. Alcon has pledged to appeal. While I have seen unsolicited bids like the Biogen-Sage debacle before, I haven’t seen anyone fight this hard to prevent an IPO. These two episodes underscore the cutthroat environment of dealmaking and the lengths a company may go to seal a deal that not everyone wants.