Seres Therapeutics signs VOWST asset purchase agreement with Nestle Health

Seres Therapeutics announced that it signed an agreement with Societe des Produits Nestle S.A for the sale of its VOWST business to Nestle Health Science. Upon deal closing, Seres will receive capital infusions, including an upfront payment, a prepaid milestone payment and an equity investment. In addition, Seres is due to receive installment payments in 2025, as well as potential future payments based on VOWST net sales targets. Seres will support ongoing VOWST availability by providing transition services through the first quarter of 2025 and manufacturing support through the end of 2025 and will continue to share 50/50 in the profit and loss of the business through the end of 2025. The completion of the transaction, which is subject to Seres’ shareholder approval and other customary conditions, is expected to occur in the next 90 days. Under the terms of the agreement, Seres is due to receive: Payment of $100M, less approximately $20M in settlement of net obligations payable to Nestle at closing; Prepayment of a $60M milestone payment at closing; Installment payments of $50M in January 2025, and $25M (less up to approximately $1.5M in employment related payments to Nestle), in July 2025, subject to Seres’ material compliance with transition obligations. Future milestone payments based on VOWST worldwide net sales as follows: $125M upon achievement of annual worldwide net sales of $400M; and $150M upon achievement of annual worldwide net sales of $750M.