SciClone Pharmaceuticals, Inc. (NASDAQ:SCLN) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On October13, 2017, to the terms of the Merger Agreement, Holdco completed its acquisition of the Company through the merger of Merger Sub with and into the Company, with the Company continuing after the Merger as the surviving corporation and subsidiary of Holdco.
At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i)shares of the Common Stock that were held by the Company, Holdco or Merger Sub or any direct or indirect wholly-owned subsidiary of either the Company or Holdco, including the shares held by GL Trade Investments Limited, and (ii)certain shares of the Common Stock with respect to which the holder thereof shall have properly complied with the provisions of Section262 of the General Corporation Law of the State of Delaware as to appraisal rights) was converted into the right to receive $11.18 in cash, without interest (the “Merger Consideration”).
In addition, at the Effective Time, each award of restricted stock units and performance restricted stock units (whether vested or unvested) was cancelled and extinguished without payment, except as provided by the Merger Agreement with respect to any required deferred payment.
In addition, at the Effective Time, each stock option that was vested and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive from the Company a cash payment (without interest) equal to the product of (i)the excess, if any, of (x)the Merger Consideration over (y)the per share exercise price of such stock option and (ii)the number of shares of Common Stock subject to such stock option as of the Effective Time. Except as otherwise provided in the preceding sentence, each outstanding and unexercised stock option as of the Effective Time was cancelled and extinguished without payment.
The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June8, 2017, and is attached as Exhibit 2.1 hereto and incorporated herein by reference.
Item 2.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, SciClone notified the Nasdaq Global Select Market (“NASDAQ”) on October13, 2017 that the Merger was consummated and trading of the common stock of SciClone on NASDAQ has been suspended. Accordingly, NASDAQ has filed a notification of delisting of Sciclone’s common stock from NASDAQ and deregistration of SciClone’s common stock under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 with the SEC. SciClone intends to file a certification on Form 15 with the SEC to cause SciClone’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.
Item 2.01 Material Modification to Rights of Security Holders.
To the extent required by Item 2.01 of Form 8-K, the information disclosed under Item 2.01 and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration.
Item 2.01 Changes in Control of Registrant.
The information set forth under Item 2.01 is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred and the Company became a subsidiary of Holdco. The transaction involved aggregate consideration of $607.2 million, including $554.1 million in cash.
Item 2.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon completion of the Merger, Ting Ping Ping, who constituted the Board of Directors of Merger Sub, became the director of the Company, and each of the six directors of the Company immediately prior to the Effective Time (Jon S. Saxe, Friedhelm Blobel, Ph.D., Nancy T. Chang, Ph.D., Richard J. Hawkins, Gregg A. Lapointe and Simon Li) are no longer directors of the Company.
Item 2.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective upon completion of the Merger, to the Merger Agreement, the certificate of incorporation of Merger Sub as in effect immediately prior to the effective time of the Merger became the certificate of incorporation of the Company and the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger became the bylaws of the Company. The certificate of incorporation and the bylaws of the Company as so amended are attached as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.
Item 2.01 Financial Statements and Exhibits.
(d) Exhibits.
SCICLONE PHARMACEUTICALS INC ExhibitEX-3.1 2 d462308dex31.htm EX-3.1 EX-3.1 EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCICLONE PHARMACEUTICALS,…To view the full exhibit click here
About SciClone Pharmaceuticals, Inc. (NASDAQ:SCLN)
SciClone Pharmaceuticals, Inc. is a pharmaceutical company. The Company’s product portfolio of therapies includes oncology, infectious diseases and cardiovascular disorders. The Company operates in two segments: China and the Rest of the World, including its operations in the United States and Hong Kong. The Company’s lead product ZADAXIN (thymalfasin) is approved in approximately 30 countries, which is used for the treatment of hepatitis B virus (HBV), hepatitis C virus (HCV), and certain cancers according to the local regulatory approvals, and for use as an immune system enhancer. In addition to ZADAXIN, the Company markets approximately seven partnered and in-licensed products in China. The Company’s development portfolio includes Angiomax, Neucardin, Loramyc, Cleviprex, RapidFilm, VIBATIV and SGX942. The Company sells ZADAXIN in various international markets through its subsidiary, SciClone Pharmaceuticals International Ltd. (SPIL).