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SciClone Pharmaceuticals, Inc. (NASDAQ: SCLN) (the “Company” or “SciClone”) and a consortium consisting of entities affiliated with GL Capital Management GP Limited (“GL Capital”), Bank of China Group Investment Limited (“BOCGI”), CDH Investments, Ascendent Capital Partners and 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by GL Trade Investment Limited, and (ii) Common Shares with respect to which the holder thereof have perfected and not withdrawn a demand for, and have not lost, appraisal rights pursuant to the provisions of Section 262 of the DGCL as to appraisal rights.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 Form 10-Q, Form 10-K and Form 8-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.
Lazard Frères & 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 in China and 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 in China which are therapeutically differentiated. SciClone is a publicly-held corporation based in Foster City, California, and trades on the NASDAQ Global Select Market under the symbol SCLN. For additional information, please visit www.sciclone.com.
About GL Capital
Established in 2010, GL Capital is a Greater China healthcare-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 of China. Established in 1984, BOCGI has made extensive investment in various sectors benefiting from China’s economic growth.
About CDH Investments
Established in 2002, CDH Investments (“CDH”) is one of the largest alternative asset management institutions focused on China, with over US$17 billion in assets under management as of 31 December 2016. CDH has more than 100 investment professionals working in offices in Hong Kong, Singapore, Beijing, Shanghai and Shenzhen. 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 Kong and China. Many of these companies are sector leaders, and, collectively, they play an important role in China’s economy. With its extensive network of business relationships and knowledge of China’s domestic economy, CDH is an ideal partner for global companies to tap on China’s growth potential.
About Ascendent Capital Partners
Ascendent Capital Partners (“Ascendent”) is a private equity investment management firm focused on Greater 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 in Greater China.
Boying Investments Limited is a wholly owned limited company of Mr. Weihang Zhu.