Clovis Oncology Files for Chapter 11 Protection and Enters into Agreement to Sell FAP-2286
12 Dicembre 2022 - 6:18AM
Business Wire
Receives Commitment for up to $75 Million in
Debtor-in-Possession Financing
Clovis Oncology, Inc. (NASDAQ:CLVS) (“Clovis” or the Company”),
a biopharmaceutical company focused on acquiring, developing, and
commercializing innovative anti-cancer agents in the U.S., Europe,
and additional international markets, today announced that it and
certain of its subsidiaries (collectively, the “Debtors”) have
voluntarily initiated a Chapter 11 proceeding in the United States
Bankruptcy Court for the District of Delaware (“Bankruptcy Court”)
and will seek to sell their assets through a court supervised sales
process.
The Debtors have filed various “first day” motions with the
Bankruptcy Court requesting customary relief that will enable them
to transition into Chapter 11 without material disruption to their
ordinary course operations, including seeking authority to obtain
debtor-in-possession (“DIP”) financing and pay employee wages and
benefits.
DIP
Financing
In order to provide necessary funding during the Chapter 11
proceeding, Clovis has received a commitment of up to $75 million
in a multi-draw DIP financing facility. Upon approval by the
Bankruptcy Court, the DIP financing is expected to provide Clovis
with the necessary liquidity to operate in the normal course and
meet obligations to its employees, vendors and customers throughout
the Chapter 11 proceeding while executing on the sales process.
Sales
Process
Prior to the Chapter 11 filing, and subject to Bankruptcy Court
approval, the Company entered into a “stalking horse” purchase and
assignment agreement with Novartis Innovative Therapies AG
(“Novartis”) to acquire substantially all of the rights of the
Company to its pipeline clinical candidate, FAP-2286, as a
therapeutic agent for an upfront payment of $50 million and up to
an additional $333.75 million upon the successful achievement of
specified development and regulatory milestones and $297 million in
later sales milestones. The transaction is part of a sale process
under Section 363 of the Bankruptcy Code that will be subject to
compliance with agreed upon and Bankruptcy Court-approved bidding
procedures allowing for the submission of higher or otherwise
better offers, and other agreed-upon conditions. In addition, the
transaction is subject to customary closing conditions, including
the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. In accordance with
the sale process under Section 363 of the Bankruptcy Code, notice
of the proposed sale to Novartis will be given to third parties and
competing bids will be solicited. The Company will manage the
bidding process and evaluate any bids received, in consultation
with its advisors and as overseen by the Bankruptcy Court.
Clovis is also actively engaged in discussions with a number of
interested parties with respect to a potential sale of one or more
of its other assets. Any of those sales would be subject to review
and approval by the Bankruptcy Court and compliance with Bankruptcy
Court-approved bidding procedures.
Clovis is represented by Willkie Farr & Gallagher LLP as
counsel, AlixPartners LLP as restructuring advisor and Perella
Weinberg Partners L.P. as restructuring investment banker.
Additional information about the Chapter 11 case, including
access to Bankruptcy Court documents, is available online at
https://cases.ra.kroll.com/Clovis.
Forward-Looking Statements
This press release includes statements that are, or may be
deemed, “forward-looking statements.” In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should,” “approximately” or, in each
case, their negative or other variations thereon or comparable
terminology, although not all forward-looking statements contain
these words. These forward-looking statements reflect the current
beliefs and expectations of management made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of
operations, financial condition and liquidity, and the development
of the industry in which we operate may differ materially from the
forward-looking statements contained herein. Any forward-looking
statements that we make in this press release speak only as of the
date of such statement, and we undertake no obligation to update
such statements to reflect events or circumstances after the date
of this press release or to reflect the occurrence of unanticipated
events. Clovis’ forward-looking statements in this press release
include, but are not limited to, statements about Clovis’ plans to
sell its assets pursuant to Chapter 11 of the U.S. Bankruptcy Code
and the timing of such sales and ability to satisfy closing
conditions; Clovis’ intention to continue operations during the
Chapter 11 case; Clovis’ belief that the sale process will be in
the best interest of Clovis and its stakeholders; and other
statements regarding Clovis’ strategy and future operations,
performance and prospects, among others. These forward-looking
statements are based on current expectations and beliefs concerning
future developments and their potential effects. There can be no
assurance that future developments affecting Clovis will be those
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond Clovis’ control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, the risks associated with the potential
adverse impact of the Chapter 11 filings on Clovis’ liquidity and
results of operations; changes in Clovis’ ability to meet its
financial obligations during the Chapter 11 process and to maintain
contracts that are critical to its operations; the outcome and
timing of the Chapter 11 process and any potential asset sale; the
effect of the Chapter 11 filings and any potential asset sale on
Clovis’ relationships with vendors, regulatory authorities,
employees and other third parties; possible proceedings that may be
brought by third parties in connection with the Chapter 11 process
or the potential asset sale; uncertainty regarding obtaining
Bankruptcy Court of a sale of Clovis’ assets or other conditions to
the potential asset sale; and the timing or amount of any
distributions, if any, to Clovis’ stakeholders.
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Clovis Contacts: investorinquiries@clovisoncology.com
clovismedia@clovisoncology.com
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