FOSTER CITY, Calif.,
June 8, 2017 /PRNewswire/
-- 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 that they have entered into a
definitive merger agreement under which the Buyer Consortium will
acquire all the outstanding shares of SciClone for $11.18 per share in cash. The transaction will be
funded by the Buyer Consortium through a combination of equity
financing to be provided by the Buyer Consortium and debt
financing, and is not subject to a financing condition. The
transaction, which was unanimously approved by SciClone's Board,
values the Company at approximately $605
million, on a fully diluted basis, and represents a premium
of 11% over SciClone's closing stock price on June 7, 2017 and a premium of 16% over its
ten-day volume-weighted average closing stock price. The
transaction, which is expected to close this calendar year, is
subject to approval by SciClone stockholders and other customary
closing conditions.
![SciClone Pharmaceuticals, Inc. Logo. (PRNewsFoto/SciClone Pharmaceuticals, Inc.) (PRNewsFoto/SciClone Pharmaceuticals, Inc.) SciClone Pharmaceuticals, Inc. Logo. (PRNewsFoto/SciClone Pharmaceuticals, Inc.) (PRNewsFoto/SciClone Pharmaceuticals, Inc.)](https://mma.prnewswire.com/media/240358/sciclone_logo.jpg)
"The Board has determined that a sale of the Company at this
time is the best way to deliver meaningful value to SciClone's
stockholders," said Jon S. Saxe,
Chairman of SciClone's Board of Directors. "While SciClone has
executed well on its growth strategies to date, following continued
review of its strategic alternatives, the Board has determined that
the challenges of continuing to operate as an independent US-based,
publicly traded company in the complex, competitive and
increasingly price-sensitive China
pharmaceuticals market represent long-term risks to the Company's
ability to maintain a strong growth trajectory and to meet its
financial objectives. This agreement enables SciClone stockholders
to achieve substantial cash value and premium to the Company's
recent trading price in the near term and eliminates exposure to
long-term risk and uncertainty."
Friedhelm Blobel, Chief Executive
Officer of SciClone said, "We believe that SciClone has reached the
stage where its long-term future and strategic path forward can
best be realized as part of a corporate entity based in and managed
from China. We are proud of the
company we have built, and believe that the Buyer Consortium is
best positioned to continue growing the business, compete more
effectively and invest the necessary resources to further serve our
customers and provide high quality medicines to Chinese patients.
We want to express our deep appreciation to our customers,
partners, collaborators and employees. We are pleased to be able to
provide near-term value to our stockholders while ensuring the
long-term future of the Company."
"On behalf of the Buyer Consortium, I would like to express my
deep appreciation and admiration to the Board and the management of
SciClone. They have done an impressive job navigating through
China's complex healthcare
landscape and built the Company into the solid and successful
business it is today," said Jeffrey
Li, founder and CEO of GL Capital. "We very much look
forward to working with the Company's management and its excellent
employees in the near future. With the extensive local knowledge
and vast resources brought by the various members of the Buyer
Consortium, we are confident the Company will have a bright and
promising future for all of its customers, patients, employees, and
other stakeholders."
Lazard is serving as exclusive financial advisor to SciClone and
DLA Piper LLP (US) is serving as its legal advisor.
Morgan Stanley is serving as financial advisor to the Buyer
Consortium and Skadden, Arps, Slate, Meagher & Flom LLP is
serving as its legal advisor.
About SciClone
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.
About BOCGI
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.
About Boying
Boying Investments Limited is a wholly owned limited company of
Mr. Weihang Zhu.
Forward-Looking Statements
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 proposed transaction may not be completed in a timely
manner, or at all, which may adversely affect the Company's
business and the price of its common stock, (ii) the risk that the
Buyer Consortium may fail to obtain financing, and notwithstanding
that receipt of financing is not a closing condition, that the
closing may not occur if Buyer Consortium is unable to secure
adequate financing, (iii) the failure to satisfy all of the
closing conditions of the proposed transaction, including the
adoption of the definitive agreement by the Company's stockholders,
(iv) the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive
agreement, (v) the effect of the announcement or pendency of
the proposed transaction on the Company's business, operating
results, and relationships with customers, suppliers and others,
(vi) risks that the proposed transaction may disrupt the
Company's current plans and business operations,
(vii) potential difficulties retaining employees as a result
of the proposed transaction, (viii) risks related to the
diverting of management's attention from the Company's ongoing
business operations, and (ix) the outcome of any legal
proceedings that may be instituted against the Company related to
the definitive agreement or the proposed 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 in China; 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
government actions intended to reduce pharmaceutical
prices such as the reduction in some provinces of the
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 in China; 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
in China and 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 in China, 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 the SEC, including but not limited to the
risks described in SciClone's Annual Report on Form 10-K for the
fiscal year ended December 31, 2016
and the Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 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.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy the securities of the Company or
the solicitation of any vote or approval. This communication is
being made in respect of the proposed merger transaction involving
the Company and the Buyer Consortium. The proposed merger of the
Company will be submitted to the stockholders of the Company for
their consideration. In connection therewith, the Company intends
to file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a definitive proxy statement.
However, such documents are not currently available. The definitive
proxy statement will be mailed to the stockholders of the Company.
BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain free copies of the definitive proxy statement,
any amendments or supplements thereto and other documents
containing important information about the Company, once such
documents are filed with the SEC, through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed with the SEC
by the Company will be available free of charge on the Company's
website at www.sciclone.com under the heading "SEC Filings" in the
"Investors and Media" portion of the Company's website.
Stockholders of the Company may also obtain a free copy of the
definitive proxy statement and any filings with the SEC that are
incorporated by reference in the definitive proxy statement by
contacting the Company's Investor Relations Department at (650)
358-1447.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants under SEC rules in the solicitation of
proxies from the Company's stockholders in favor of the proposed
transaction. Information about the Company's directors and
executive officers and their interests in the solicitation, which
may, in some cases, differ from those of the Company's stockholders
generally, will be included in the proxy statement to be filed with
the SEC in connection with the proposed transaction. Additional
information about these directors and executive officers is
available in the Company's proxy statement for its 2017 Annual
Meeting of Stockholders, which was filed with the SEC on
April 28, 2017, and in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC
on March 9, 2017. To the extent that
holdings of the Company's securities by the Company's directors and
executive officers have changed since the amounts printed in the
latest proxy statement or Form 10-K, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
SciClone, SciClone Pharmaceuticals, the SciClone
Pharmaceuticals design, the SciClone logo and ZADAXIN are
registered trademarks of SciClone Pharmaceuticals, Inc. in
the United States and numerous
other countries.
Corporate
Contacts
|
|
|
|
Wilson W.
Cheung
|
Jane Green
|
Chief Financial
Officer
|
Investors/Media
|
650.358.3434
|
650.358.1447
|
wcheung@sciclone.com
|
jgreen@sciclone.com
|
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SOURCE SciClone Pharmaceuticals, Inc.