PR Newswire 13-Oct-2017 4:24 PM
FOSTER CITY, Calif., Oct. 13, 2017 /PRNewswire/ --SciClone Pharmaceuticals, Inc.(NASDAQ: SCLN) (the "Company" or "SciClone")and a consortium consisting of entities affiliated withGL Capital Management GP Limited("GL Capital"),Bank of China Group Investment Limited("BOCGI"), CDH Investments,Ascendent Capital Partnersand Boying (collectively, the "Buyer Consortium") today announced completion of the merger contemplated by the previously announced agreement and plan of merger (the "Merger Agreement), dated June 7, 2017, by and between Silver Biotech Investment Limited ("Holdco"), Silver Delaware Investment Limited ("Merger Sub") and the Company. As a result of the merger, the Company ceased to be a publicly traded company on the NASDAQ Global Select Market ("NASDAQ") and became a subsidiary of Holdco.
Under the terms of the Merger Agreement, which was approved by the Company's stockholders at the special stockholder meeting held on September 27, 2017, each outstanding common share of the Company ("Common Share") has been cancelled in exchange for the right to receive $11.18 per Common Share in cash, except for (i) the Common Shares held by the Company, Holdco or Merger Sub or any direct or indirect wholly-owned subsidiary of either the Company or Holdco, including the Common Shares held by GL Trade Investment Limited, and (ii) Common Shares with respect to which the holder thereof have perfected and not withdrawn a demand for, and have not lost, appraisal rights pursuant to the provisions of Section 262 of the DGCL as to appraisal rights.
Registered stockholders who hold Common Shares represented by share certificates will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their share certificates. Registered stockholders who hold Common Shares in book-entries will not be required to submit a letter of transmittal to receive merger consideration.
The Company also announced today that it requested that trading of its Common Shares on NASDAQ be suspended beginning at the close of business on October 13, 2017, U.S. Eastern Time. The Company requested that NASDAQ file a Form 25 with the U.S. Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of the Company's Common Shares on the NASDAQ and the deregistration of the Company's registered securities. The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by SEC. The Company's obligation to furnish to or file with the SEC certain reports and forms, including Form10-Q, Form 10-K and Form8-K, will be suspended immediately as of the filing date of the Form15 and will cease once the deregistration becomes effective.
Lazard Frres & Co. LLC served as a financial advisor to SciClone and DLA Piper LLP served as legal counsel.
Morgan Stanley & Co. LLC served as a financial advisor to the Buyer Consortium and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel.
SciClone Pharmaceuticals, Inc.is a revenue-generating, specialty pharmaceutical company with a substantial commercial business inChinaand a product portfolio spanning major therapeutic markets including oncology, infectious diseases and cardiovascular disorders.SciClone's proprietary lead product, ZADAXIN(thymalfasin), is approved in over 30 countries and may be used for the treatment of hepatitis B (HBV), hepatitis C (HCV), and certain cancers, and as an immune system enhancer, according to the local regulatory approvals. The Company has successfully in-licensed and commercialized products with the potential to become future market leaders and to drive the Company's long-term growth, including DC Bead, a novel treatment for liver cancer. Through its promotion business with pharmaceutical partners, SciClone also markets multiple branded products inChinawhich are therapeutically differentiated. SciClone is a publicly-held corporation based inFoster City, California, and trades on the NASDAQ Global Select Market under the symbol SCLN. For additional information, please visitwww.sciclone.com.
About GL Capital
Established in 2010, GL Capital is aGreater Chinahealthcare-focused, value-driven investment management group. Since inception, GL Capital has developed a reputation as the partner-of-choice for leading healthcare companies and demonstrated capability to add value to its portfolio companies.
BOCGI is the principal direct investment platform of Bank ofChina. Established in 1984, BOCGI has made extensive investment in various sectors benefiting fromChina'seconomic growth.
Established in 2002, CDH Investments ("CDH") is one of the largest alternative asset management institutions focused onChina, with overUS$17 billionin assets under management as of31 December 2016. CDH has more than 100 investment professionals working in offices inHong Kong,Singapore,Beijing,ShanghaiandShenzhen. Since inception, CDH has invested in more than 180 companies, and has helped more than 50 companies successfully list on the stock exchanges in the U.S.,Hong KongandChina. Many of these companies are sector leaders, and, collectively, they play an important role inChina'seconomy. With its extensive network of business relationships and knowledge ofChina's domestic economy, CDH is an ideal partner for global companies to tap onChina'sgrowth potential.
About Ascendent Capital Partners
Ascendent Capital Partners ("Ascendent") is a private equity investment management firm focused onGreater China-related investment opportunities, managing capital for globally renowned institutional investors including sovereign wealth funds, endowments, pensions, foundations and fund-of-funds. Ascendent aims to provide influential and informed capital to help portfolio companies achieve greater value, while generating the highest quality risk-adjusted returns for our investors. Ascendent is managed by a team with extensive experience in executing innovative and groundbreaking private equity investments inGreater China.
Boying Investments Limited is a wholly owned limited company of Mr.Weihang Zhu.
This press release, and the documents to which the Company refers you in this communication, contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company's current expectations or beliefs concerning future events, plans, strategies, or objectives that are subject to change, and actual results may differ materially from the forward-looking statements.Without limiting the foregoing, the words "expect," "plan", "believe," "seek," estimate," "aim," "intend," "anticipate," "believe," and similar expressions are intended to identify forward-looking statements. Forward-looking statements may involve known and unknown risks over which the Company has no control. Those risks include, without limitation (i)the risk that the transaction may adversely affect the Company's business, (ii) risks that the transaction may disrupt the Company's current plans and business operations, (iii)potential difficulties retaining employees as a result of the transaction, (iv) the outcome of any legal proceedings that may be instituted against the Company related to the transaction. In addition, the Company's actual performance and results may differ materially from those currently anticipated due to a number of risks including, without limitation: the Company's substantial dependence on sales of ZADAXIN inChina; the dependence of the Company's revenues on obtaining or maintaining regulatory licenses and compliance with other country-specific regulations, including renewing the Company's drug import license for ZADAXIN; risks and uncertainties relating to Chinese governmentactionsintended to reduce pharmaceutical prices such as the reduction insome provinces ofthe governmentally permitted maximum listed price for the Company's products and increased oversight of the health care market and pharmaceutical industry; risks related to existing and future pricing pressures on our products, particularly inChina; SciClone's ability to implement and maintain controls over its financial reporting; actual or anticipated fluctuations in the Company's operating results, some of which may result from undertaking new clinical development projects, or from licensing or acquisition-related expenses including up-front fees, milestone payments, and other items; the Company's ability to successfully develop or commercialize its products; risks related to the impact of the Company's efforts to in-license or acquire other pharmaceutical products for marketing inChinaand other markets; the Company's dependence of its current and future revenue and prospects on third-party license, promotion or distribution agreements, including the need to renew such agreements, enter into similar agreements, or end arrangements that SciClone does not believe are beneficial; risks relating to operating inChina, including risk due to changes in regulatory environment, slow payment cycles and changes to economic conditions including currency exchange fluctuations; uncertainty in the prospects for unapproved products, including uncertainties as to pricing and competition and risks relating to the clinical trial process and related regulatory approval process and the process of initiating trials at, and enrolling patients at, clinical sites. Please also refer to other risks and uncertainties described in SciClone's filings with theSEC, including but not limited to the risks described in SciClone's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2016and the Quarterly Reports on Form 10-Q for the fiscal quarter endedMarch 31, 2017 and fiscal quarter ended June 30, 2017. All forward-looking statements are based on information currently available to SciClone and SciClone assumes no obligation to update any such forward-looking statements.
Wilson W. Cheung
Chief Financial Officer
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