BEIGENE,LTD. (NASDAQ:BGNE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July27, 2018, BeiGene,Ltd. (the “Company”) announced a proposed underwritten global offering (the “Offering”) of 65,600,000 of its ordinary shares, par value $0.0001 per share (the “Shares”), comprised of (i)5,904,000 Shares (subject to reallocation) (the “Hong Kong Shares”) for subscription by the public in Hong Kong (the “Hong Kong Offering”), representing 9% of the total number of Shares initially available under the Offering, and (ii)59,696,000 Shares (subject to reallocation and the joint global coordinators’ option to purchase additional ordinary shares mentioned below) (the “Global Shares”) inside and outside of the United States (the “Global Offering”), representing 91% of the Shares offered in the Offering.
The public offering price of the Shares is expected to be between HK$94.40 and HK$111.60 per Share, or between approximately US$12.03 and US$14.22 per Share based on an assumed exchanged rate of HK$7.8491 to US$1.00, subject to final determination prior to the completion of the Offering. In addition, the Company has granted to the joint global coordinators in the Offering a 30-day option to purchase up to 9,840,000 additional Shares.
The Hong Kong Offering will be made to a FormA1 listing application with The Stock Exchange of Hong Kong Limited (the “SEHK”), in which the Company has applied to list its ordinary shares on the SEHK under the stock code “06160”. The Global Offering will be made to an automatically effective shelf registration statement that was filed with the U.S. Securities and Exchange Commission (“SEC”) on May26, 2017. A preliminary prospectus supplement relating to and describing the terms of the Offering was filed with the SEC on July27, 2018. The Offering is expected to close on August8, 2018, subject to customary closing conditions. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The Company’s American Depositary Shares, or ADSs, are currently listed on the NASDAQ Global Select Market, or NASDAQ, under the symbol “BGNE.” Each ADS represents 13 ordinary shares. Following the Offering, the Company’s securities will be dual listed, with its ordinary shares and ADSs listed on the SEHK and the NASDAQ, respectively.
In connection with the Hong Kong Offering, on July27, 2018 the Company entered into an Underwriting Agreement (the “Hong Kong Underwriting Agreement”) with Morgan Stanley Asia Limited; Goldman Sachs (Asia) L.L.C.; Credit Suisse (Hong Kong) Limited; CLSA Limited; China International Corporation Hong Kong Securities Limited; Deutsche Bank AG, Hong Kong Branch; UBS AG Hong Kong Branch; and China Renaissance Securities (Hong Kong) Limited (collectively, the “Hong Kong Underwriters”). In the Hong Kong Underwriting Agreement, the Company makes certain customary representations, warranties and covenants and also agrees to indemnify the Hong Kong Underwriters against certain liabilities.
The foregoing description of certain terms of the Hong Kong 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 Hong Kong Underwriting Agreement, which is attached as Exhibit1.1 hereto and is incorporated by reference herein.
The representations and warranties and other statements in the Hong Kong Underwriting Agreement (1)speak only as to the date on which they were made, and may be modified or qualified by disclosures, agreements or understandings among the parties, which the parties believe are not required by the securities laws to be publicly disclosed, and (2)may be subject to a different materiality standard than the standard that is applicable to disclosures to investors. Moreover, it was advised that information concerning the subject matter of the representations and warranties and other statements made in the Hong Kong Underwriting Agreement would likely change after the execution date of such agreement, and subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely upon representations and warranties and other statements in the Hong Kong Underwriting Agreement as factual characterizations of the actual state of affairs of the Company. Investors should instead look to disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On July27, 2018, the Company issued a press release announcing the Offering and the proposed listing of the Shares on the SEHK. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference.
The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
This communication is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
