EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) Files An 8-K Financial Statements and Exhibits

ME Staff 8-k

6 years ago

EMERGENT BIOSOLUTIONS INC. (NYSE:EBS) Files An 8-K Financial Statements and Exhibits
Item 9.01(a)of Form8-K and the pro forma financial information required by Item 9.01(b)of Form8-K, which information was excluded from the Initial 8-K in reliance upon Item 9.01(a)(4)and Item 9.01(b)(2)of Form8-K. Because the closing of the PaxVax Merger and Adapt Acquisition occurred close in time, the proforma financial information includes combined financial information of Emergent, PaxVax and Adapt.

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The unaudited condensed consolidated interim financial statements of Adapt as of June30, 2018 and for the six months ended June30, 2018 and 2017 and accompanying notes are included in Exhibit99.2 hereto and are incorporated herein by reference.

The audited consolidated financial statements of Adapt, as of December31, 2017 and 2016, and for the years ended December31, 2017, 2016 and 2015, and accompanying notes, are included in Exhibit99.3 hereto and are incorporated herein by reference.

(b)Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of Emergent, PaxVax and Adapt for the year ended December31, 2017 and for the six months ended June30, 2018, including the notes related thereto, are filed as Exhibit99.4 hereto and incorporated herein by reference.

(d)Exhibits.

ExhibitNo.	Description
	Share Purchase Agreement, dated August28, 2018, between Emergent, the Adapt Sellers identified therein, Seamus Mulligan and Adapt Pharma Limited., *†
	Amended and Restated Credit Agreement, dated October15, 2018, by and among Emergent BioSolutions Inc., the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as the Administrative Agent.,*†
	Consent of KPMG, independent auditor for Adapt.
99.1	Press Release, dated October15, 2018.†
99.2	Unaudited condensed consolidated financial statements of Adapt as of June30, 2018 and for the six months ended June30, 2018 and 2017 and accompanying notes thereto.
99.3	Audited consolidated financial statements of Adapt, as of December31, 2017 and 2016, and for the years ended December31, 2017, 2016 and 2015 and accompanying notes thereto.
99.4	Unaudited pro forma condensed combined financial information of Emergent, PaxVax and Adapt as of June30, 2018 and for the year ended December31, 2017 and for the six months ended June30, 2018 and accompanying notes thereto.

(1) Prior to the completion of the PaxVax Merger, but after June30, 2018, PaxVax Global L.P. contributed all of its subsidiaries, operations, assets and liabilities to a newly-formed entity, PaxVax Holding Company Ltd. Therefore, PaxVax Global L.P. and PaxVax Holding Company Ltd are collectively referred to herein as “PaxVax” and the historical financial information of PaxVax Global L.P. has been used to prepare the unaudited pro forma condensed combined financial information statements attached hereto as well as satisfy the requirements per Regulation S-X Rule3-05.

	Previously filed.
*	Confidential treatment has been requested for certain portions of this exhibit. The confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. In addition, schedules and exhibits to the Share Purchase Agreement have been omitted to Item 601(b)(2)of Regulation S-K. Emergent hereby undertakes to furnish supplementally copies of any of the omitted schedules and/or exhibits upon request by the U.S. Securities and Exchange Commission; provided, however, that Emergent may request confidential treatment for any schedule and/or exhibit so furnished.
**	Disclosure schedules have been omitted. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

Emergent BioSolutions Inc. Exhibit
EX-23 2 a18-40859_2ex23.htm EX-23 Exhibit 23 Consent of Independent Auditors The Board of Directors Adapt Pharma Limited: We consent to the incorporation by reference in the following registration statements of Emergent BioSolutions Inc.: 1 Registration Statement (Form S-8 No. 333-139190) pertaining to the Employee Stock Option Plan,…
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About EMERGENT BIOSOLUTIONS INC. (NYSE:EBS)

Emergent BioSolutions Inc. is a biopharmaceutical company that offers specialized products to healthcare providers and governments to address medical needs and emerging health threats. The Company develops, manufactures and delivers a portfolio of medical countermeasures primarily for government agencies in the areas of biological and chemical threats and emerging infectious diseases (EID). It also develops and commercializes therapeutics in areas of hematology/oncology, transplantation, infectious diseases and autoimmune disorders. Its two operating divisions include Biodefense and Biosciences. The Biodefense division is a pharmaceutical business focused on countermeasures that address public health threats, including chemical, biological, radiological, nuclear and explosives (CBRNE) threats, as well as EID. The Biosciences division is a pharmaceutical business focused on therapeutics in hematology/oncology with secondary on transplantation, infectious disease and autoimmunity.