The U.S. Bankruptcy Court approved PhaseRx’s motion for entry of (i) an order approving bidding procedures in connection with the sale of substantially all of the Debtor’s assets, scheduling an auction and sale hearing and (ii) an order approving the asset purchase agreement between the Debtor and the successful bidder and authorizing the sale of substantially all of the Debtor’s assets free and clear of liens, claims, encumbrances and interests.
As previously reported, “The Debtor and its professionals will market the Assets prior to the Auction, in the manner set forth in the Bidding Procedures Order. During this marketing process, the Debtor reserves the right, subject to consultation with Hercules, to enter into a Stalking Horse agreement (the ‘Stalking Horse Agreement’) with a bidder if the Debtor believes that such an agreement will further the purposes of the Auction by, among other things, enticing value-maximizing bids.”
In addition, “Accordingly, the Debtor requests authority, in the exercise of its reasonable business judgment and after consultation with Hercules, to offer a Stalking Horse bidder (the ‘Stalking Horse Bidder’) any or all of the following as part of a Stalking Horse Agreement: (a) a break-up fee (the ‘Break-Up Fee’) in an amount to be determined by the Debtor, not to exceed 3 percent of the total purchase price offered by the Stalking Horse Bidder in the Stalking Horse Agreement; (b) reimbursement of the Stalking Horse Bidder’s reasonable and actual fees and expenses incurred as the Stalking Horse Bidder up to $250,000 (the ‘Expense Reimbursement’); (c) initial overbid protection in the amount of $100,000 (the ‘Initial Overbid’ and, together with the Break-Up Fee and the Expense Reimbursement, the ‘Bid Protections’).” The order approves the following general timeline: January 22, 2018 deadline to submit qualified competing bids; January 24, 2018 auction, if necessary, and January 26, 2018 transaction hearing.
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