BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Entry into a Material Definitive Agreement

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BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On August10, 2017, BeiGene,Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC, Goldman Sachs& Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), related to a public offering (the “Offering”) of 2,465,000 American Depositary Shares (“ADSs”) of the Company at a price to the public of $71.00 per ADS. Each ADS represents 13 ordinary shares, par value $0.0001 per share, of the Company. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 369,750 ADSs. The Company estimates that the net proceeds from the offering will be approximately $164.1 million (or approximately $188.7 million if the underwriters exercise in full their option to purchase additional ADSs) after deducting the underwriting discount and its estimated offering expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, including research and development activities. The offering is expected to close on August16, 2017, subject to customary closing conditions.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was made to the Company’s effective shelf registration statement on FormS-3 (File No.333-218301), including the prospectus dated May26, 2017, as supplemented by a prospectus supplement dated August9, 2017, filed on August10, 2017. This Current Report on Form8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the ADSs.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit1.1 hereto and is incorporated by reference herein. A copy of the opinion of Mourant Ozannes, relating to the legality of the ordinary shares, is filed as Exhibit5.1 hereto and is incorporated by reference herein. Copies of the opinion of Mourant Ozannes, regarding certain Cayman Islands tax matters (included in Exhibit5.1) and the opinion of Fangda Partners, regarding certain PRC tax matters, are attached hereto as Exhibits 8.1 and 8.2, respectively, and are incorporated by reference herein.

Item 8.01 Other Events.

On August10, 2017, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

1.1

Underwriting Agreement, dated as of August10, 2017, by and among the Company and Morgan Stanley& Co. LLC, Goldman Sachs& Co. LLC and Cowen and Company, LLC, as representatives of the several underwriters listed on Schedule I thereto

5.1

Opinion of Mourant Ozannes regarding the issue of ordinary shares being registered

8.1

Opinion of Mourant Ozannes regarding certain Cayman Islands tax matters (included in Exhibit5.1)

8.2

Opinion of Fangda Partners regarding certain PRC tax matters

23.1

Consent of Mourant Ozannes (included in Exhibits5.1 and 8.1)

23.2

Consent of Fangda Partners (included in Exhibit8.2)

99.1

Press release announcing the pricing of the underwritten offering, dated August10, 2017

Forward Looking Statements

This Current Report on Form8-K and certain of the materials furnished or filed herewith contain forward-looking information about the Company within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein and therein which do not describe historical facts, including, among others, statements regarding the expected timing for the closing of the Offering; the Company’s expectations with respect to granting the underwriters a 30-day option to purchase additional ADSs or the underwriters’ exercise of the same; and those statements in the materials furnished herewith that are designated as “forward-looking statements” are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, (1)the possibility that the closing conditions set forth in the Underwriting Agreement will not be met and that the parties will be unable to consummate the proposed transaction on the anticipated terms or at all; (2)that the cost of the transaction to the Company will be more than planned; (3)that the Company or the Underwriters will fail to fully perform their respective obligations under the Underwriting Agreement; and (4)other risks identified in the Company’s U.S. Securities and Exchange Commission (“SEC”) filings, including its Annual Report on Form10-K for the year ended December31, 2016, its Quarterly Report on Form10-Q for the quarter ended June30, 2017 and subsequent filings with the SEC, including without limitation the Prospectus Supplement filed with the SEC to Rule424(b)(5)of the Securities Act on August10, 2017. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.


BeiGene, Ltd. Exhibit
EX-1.1 2 a17-20085_1ex1d1.htm EX-1.1 Exhibit 1.1   BeiGene,…
To view the full exhibit click here

About BEIGENE,LTD. (NASDAQ:BGNE)

BeiGene, Ltd. is a biopharmaceutical company. The Company is engaged in the discovery and development of molecularly targeted and immuno-oncology drugs for the treatment of cancer. It is developing its product candidate, BGB-3111, a potent and selective small molecule Bruton’s tyrosine kinase (BTK) inhibitor, as a monotherapy and in combination with other therapies for the treatment of a range of lymphomas. It is developing its product candidate, BGB-A317, a humanized monoclonal antibody against the immune checkpoint receptor programmed cell death protein 1 (PD-1), as a monotherapy and as a combination agent for various solid-organ and blood-borne cancers. It is developing BGB-290, a molecularly targeted, orally available, potent and selective inhibitor of poly ADP ribose polymerase 1 (PARP1) and PARP2, as a monotherapy and in combination with other therapies for the treatment of homologous recombination deficient cancers. It is also developing BGB-283 for the treatment of cancers.

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