Advertisement

Dendreon Acquisition Agreement Amendment Filed

Advertisement

According to documents filed with the SEC, Dendreon entered into a second amendment to its acquisition agreement with Valeant Pharmaceuticals International. The filing explains, “On February 19, 2015, the Debtors, Valeant and Drone Acquisition Sub Inc., a wholly-owned direct subsidiary of Valeant (the ‘Purchaser’), entered into a second amended and restated acquisition agreement (the ‘Acquisition Agreement’), which amends certain terms of the Amended Stalking Horse Agreement and provides for an aggregate purchase price of $495 million (which includes the purchase of $80 million in cash, for an effective increase of $15 million over the Amended Stalking Horse Agreement for the purchase of certain additional assets of the Debtors), of which $445.5 million is payable in cash at closing and $49.5 million is payable in common shares of Valeant to be issued to the Company on the anticipated date of effectiveness of a plan of liquidation or reorganization in the Chapter 11 Cases and subsequently distributed to creditors in accordance with such plan and the terms of the Acquisition Agreement.”

SEC documents continue, “The Acquisition Agreement includes the Debtors’ assets related to their enteric coated D-3263 hydrochrolide product candidate, as well as $80 million of cash of the Debtors. The parties have agreed that the Acquisition Agreement will constitute a ‘plan of reorganization’ of the Company and the Purchaser for purposes of Sections 368 and 354 of the Internal Revenue Code of 1986, as amended (which plan includes the liquidation of the Company and the distribution of the stock consideration).”

Read more about DNDN’s 363 sale.