SEATTLE GENETICS, INC. (NASDAQ:SGEN) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
As previously disclosed, Seattle Genetics, Inc. (“Seattle Genetics”), entered into an Agreement and Plan of Merger, dated as of January30, 2018 (the “Merger Agreement”), by and among Seattle Genetics, Valley Acquisition Sub, Inc., a wholly owned subsidiary of Seattle Genetics (“Merger Sub”), and Cascadian Therapeutics, Inc. (“Cascadian Therapeutics”).
In accordance with the terms of the Merger Agreement, Merger Sub commenced a tender offer for all of Cascadian Therapeutics’ outstanding shares of common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $10.00 per Share, net to seller in cash (the “Offer Price”), without interest, less any applicable withholding taxes (the “Offer”). The Offer expired at 12:00 midnight, New York City time, on March9, 2018 (one minute after 11:59 p.m., New York City time, on March8, 2018) as scheduled and was not extended. According to the depositary for the Offer, as of the expiration of the Offer, 50,195,129Shares (excluding Shares with respect to which notices of guaranteed delivery were delivered) were validly tendered and not validly withdrawn to the Offer, representing approximately 91% of the outstanding Shares and a sufficient number of Shares such that the minimum tender condition to the Offer was satisfied. In addition, the depositary has advised Seattle Genetics that notices of guaranteed delivery have been delivered with respect to 144,625 additional Shares, representing less than 1% of the outstanding Shares. All other conditions to the Offer were satisfied or waived. As a result, immediately after the expiration of the Offer, Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn to the Offer and payment for such Shares has been made to the depositary, which will act as agent for tendering stockholders whose Shares have been accepted for payment, in accordance with the terms of the Offer.
Also on March9, 2018, Seattle Genetics completed the acquisition of Cascadian Therapeutics through the merger of Merger Sub with and into Cascadian Therapeutics, with Cascadian Therapeutics surviving as a subsidiary of Seattle Genetics (the “Merger”). The merger was governed by Section251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the merger. At the effective time of the merger, each Share outstanding immediately prior to the effective time (other than Shares owned by stockholders who properly demanded appraisal in connection with the merger and Shares owned by Seattle Genetics, Merger Sub or any other wholly owned subsidiary of Seattle Genetics and Shares owned by Cascadian Therapeutics or any wholly owned subsidiary of Cascadian Therapeutics, and in each case not held on behalf of third parties) was cancelled and converted into the right to receive the same Offer Price, without interest, less any applicable withholding taxes.
In connection with the closing of the Offer and the merger, Seattle Genetics paid approximately $553 million for the Shares, not including related transaction fees and expenses. Seattle Genetics funded these payments from available cash on hand.
The foregoing summary of the Merger 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 Merger Agreement filed as Exhibit 2.1 of the Current Report on Form 8-K filed by Seattle Genetics on January31, 2018, and is incorporated herein by reference.
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On March9, 2018, Seattle Genetics issued a press release announcing the expiration and results of the Offer and the expected consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On March9, 2018, Seattle Genetics issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
| Item 2.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of January 30, 2018, by and among Seattle Genetics, Inc., Valley Acquisition Sub, Inc. and Cascadian Therapeutics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Seattle Genetics, Inc. on January31, 2018)* |
| 99.1 | Press Release dated March9, 2018, announcing expiration and results of the Offer. |
| 99.2 | Press Release, dated March9, 2018, announcing the consummation of the Merger. |
| * | to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Merger Agreement. |
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SEATTLE GENETICS INC /WA ExhibitEX-99.1 2 d535680dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Seattle Genetics Completes Tender Offer for All Shares of Cascadian Therapeutics BOTHELL WA March 9,…To view the full exhibit click here
About SEATTLE GENETICS, INC. (NASDAQ:SGEN)
Seattle Genetics, Inc. is a biotechnology company focused on the development and commercialization of therapies for the treatment of cancer. The Company’s product ADCETRIS, or brentuximab vedotin, is an antibody-drug conjugate (ADC), comprising an anti-CD30 monoclonal antibody attached by a protease-cleavable linker to a microtubule disrupting agent, monomethyl auristatin E (MMAE). The Company’s pipeline includes other clinical-stage ADC programs, which are SGN-CD33A, SGN-CD19A, SGN-LIV1A, SGN-CD70A, ASG-22ME, and ASG-15ME, and SEA-CD40, which is based on its sugar-engineered antibody (SEA) technology. SGN-CD33A is an ADC composed of an anti-CD33 monoclonal antibody indicated for the treatment of acute myeloid leukemia (AML). SGN-CD19A is an ADC composed of an anti-CD19 monoclonal antibody indicated for the treatment of hematologic malignancies. SGN-LIV1A is an ADC composed of an anti-LIV-1 monoclonal antibody indicated for the treatment of LIV-1-positive metastatic breast cancer.