Orrick Advises Rafael Pharmaceuticals on Merger with Rafael Holdings

Orrick is advising Rafael Pharmaceuticals, a clinical-stage oncology company, on its proposed merger with Rafael Holdings, Inc., (NYSE: RFL). The merged company will retain the Rafael Pharmaceuticals name and Rafael Holdings' listing on the New York Stock Exchange. The Boards of Directors of the two companies, as well as a special independent committee of the Rafael Holdings Board of Directors, have unanimously approved a merger agreement.

Holders of Rafael Pharmaceuticals’ capital stock will receive shares of Rafael Holdings Class B common stock based on the formula set forth in the merger agreement amounting to approximately 48% of the currently outstanding capitalization of the company. The merger is subject to customary regulatory and other conditions, including a stockholder vote at both companies by a majority of stockholders that are not affiliates of Rafael Holdings.

The Orrick team advising Rafael Pharmaceuticals is led by David Schulman and includes Matthew Gemello, Elizabeth Lefever, Andrew Bloom, Eric Wall, Michael Wiesner, Ashley Walter and Amy Ray.