Medingo – Ruling on the concept of post-acquisition business restructurings (Part I: overview)
On 8 May 2022, the Tel Aviv-Yafo District Court (“the Court”) decided on a transfer pricing dispute regarding the concept of post-acquisition business restructurings. In 2010, the Roche Group acquired the full share capital of Medingo. Six months post the acquisition, the parties entered into several agreements, changing Medingo’s business model from that of a full-fledged entrepreneur to a low-risk manufacturing, sales and development site. Three years later, Medingo’s (pre-acquisition) IP was sold to Roche and its activities were ceased. The Court had to decide whether the (pre-acquisition) IP was transferred/sold to Roche at the time of acquisition or three years later, when Medingo’s activities were ceased. This blog comprises of an overview of the case.
21 Nov. '22 Marnix Bekkenutte
Medingo, incorporated in 2005 under the control of Elron Electronic Industry Ltd and operating from its offices in Yokneam (Israel), autonomously it developed and commercialized a unique wireless insulin pump for diabetics (‘the Solo’). As it was a relatively small company, it was difficult for Medingo to survive alone in the medical device market. Up to 2010, Medingo was a loss-making company with no profits and even without expected profits in the coming years.
In April 2010, Medingo was acquired by the Roche Group for approx. USD 180 million. Approx. USD 172 million of the purchase price was attributable to the intellectual property (“IP”) that Medingo had developed up to that point (“old-IP”). About six months after the acquisition, Medingo and the Roche Group entered into the four following agreements that were effective from June 2010 until years end 2013:
