On July 30, 2020, PDL BioPharma, Inc. (“PDL”) and CAT Capital Bidco Limited (“Buyer”), an indirect, wholly-owned subsidiary of Stanley Capital Limited (“Stanley Capital”) entered into a Share Purchase Agreement (the “Agreement”) under which PDL agreed to sell 50% of the outstanding share capital and capital stock in the Company’s wholly-owned subsidiaries, Noden Pharma Designated Activity Company and Noden Pharma USA, Inc. (the “Noden Sale”). After taking into account the expected adjustments for transaction expenses, indebtedness and working capital, payments to PDL are expected to be approximately $12.0 million in connection with the closing of the transaction. The Agreement provides for an additional $33 million to be paid to PDL in twelve equal quarterly installments from January 2021 to October 2023. The Agreement also provides PDL with the potential for two additional contingent payments totaling $3.25 million.

The Noden Sale has been approved by the Board of Directors of all parties, and is expected to close in the third quarter of 2020. The Noden Sale is subject to satisfaction of customary closing conditions.

The foregoing description of the Agreement is only a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to PDL’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Item 8.01 Other Events.

Press Release

On July 30, 2020, PDL issued a press release announcing the execution of the Agreement, as well as the other actions contemplated thereby and in connection therewith, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

>

PDL BIOPHARMA, INC. Exhibit
EX-99.1 2 pdli-202007308xkex991.htm PRESS RELEASE Exhibit Exhibit 99.1Contacts:  Jody Cain  LHA Investor Relations  310-691-7100  [email protected]  PDL BioPharma Enters Into Agreement for the Divestiture of the Noden Pharmaceutical Business to Stanley Capital INCLINE VILLAGE,…
To view the full exhibit click here

About PDL BioPharma, Inc. (NASDAQ:PDLI)

PDL BioPharma, Inc., formerly Protein Design Labs, Inc., manages a portfolio of patents and royalty assets, consisting of its Queen et al. patents, license agreements with various biotechnology and pharmaceutical companies, and royalty and other assets acquired. The Company provides non-dilutive growth capital and financing solutions to late-stage public and private healthcare companies and offers immediate financial monetization of royalty streams to companies, academic institutions and inventors. It evaluates its investments based on the quality of the income generating assets and potential returns on investment. It is focused on intellectual property asset management, acquiring income generating assets and maximizing value for its stockholders, among others. It receives royalties on sales of over ten humanized antibody products, which include Avastin, Herceptin, Xolair, Kadcyla, Tysabri, Actemra, Gazyva and Entyvio all of which are approved for use.