Operations to Continue Without Interruption;
PROVENGE® Remains Commercially Available
Commences Voluntary Chapter 11 Proceedings to
Implement Restructuring Agreements
Dendreon Corporation (NASDAQ:DNDN) (“Dendreon” or the “Company”)
today announced that it has reached agreements on the terms of a
financial restructuring with certain holders (the “Senior
Noteholders”) of the Company’s 2.875% Convertible Senior Notes due
2016 (the “2016 Notes”) representing approximately 84% of the $620
million aggregate principal amount of the 2016 Notes. Under the
terms of the agreements, the financial restructuring may take the
form of a stand-alone recapitalization or a sale of the Company or
its assets. The transactions under the agreements will enable
continued delivery of PROVENGE® (sipuleucel-T) without disruption
or impact to access for providers and appropriate patients in need
of this revolutionary personalized immunotherapy treatment.
To implement the financial restructuring contemplated under the
agreements with the relevant Senior Noteholders, Dendreon and its
U.S. subsidiaries filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware (the “Court”) on November 10, 2014.
“Whether the restructuring takes the form of a stand-alone
recapitalization or a sale of the Company or its assets, we are
confident that this process will allow PROVENGE to remain
commercially available to the patients and providers who have come
to rely on this revolutionary personalized cancer immunotherapy,”
said W. Thomas Amick, president and chief executive officer of
Dendreon. “We are pleased to have the support of a substantial
majority of our Senior Noteholders through this restructuring and
sale process. We thank our employees for their continued hard work
and dedication and for their commitment to help deliver PROVENGE to
patients who are in need of immunotherapy.”
Under the terms of the restructuring support agreements, the
Senior Noteholders will support a plan of reorganization to convert
all 2016 Notes to common equity of the reorganized Dendreon. The
agreements further provide for Dendreon to conduct a
court-supervised sale process, pursuant to Section 363 of the
Bankruptcy Code or through a plan of reorganization, for all or
substantially all of its assets to a party that would continue
producing and providing PROVENGE. Qualified bids under the terms of
the proposed bidding procedures will have to meet certain criteria
and provide value of not less than $275 million. If more than one
qualified bid is received, an auction will be held to determine the
successful bidder with the highest or otherwise best bid, following
which the Company will seek to consummate that transaction. If no
qualified bids are received, Dendreon will proceed to confirmation
of the stand-alone plan.
Dendreon has significant liquidity to support all of its
operations during the restructuring process, with approximately
$100 million of cash, cash equivalents and investments on hand as
of November 7, 2014, and does not anticipate the need to raise any
incremental financing in connection with the restructuring
process.
During the restructuring process, the Company will continue to
operate in the ordinary course, including continuing to service
distributors and wholesalers to ensure timely fulfillment of orders
and shipments and to meet other obligations to physicians and
patients who depend on PROVENGE. In addition, Dendreon has
requested Court approval of the proposed bidding procedures and a
series of customary motions allowing it to honor employee
obligations, including wages, salaries and health benefits without
interruption, as well as to continue customer programs and patient
assistance programs.
The Company expects to file an 8-K with the Securities and
Exchange Commission that will include the restructuring support
agreements. Court documents and additional information are
available through Dendreon’s claims agent, Prime Clerk, at
https://cases.primeclerk.com/dendreon or 844-794-3479.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the
Company’s legal advisor, AlixPartners is serving as its financial
advisor and Lazard is serving as its investment bank.
About Dendreon
Dendreon Corporation is a biotechnology company whose mission is
to target cancer and transform lives through the discovery,
development, commercialization and manufacturing of novel
therapeutics. The Company applies its expertise in antigen
identification, engineering and cell processing to produce active
cellular immunotherapy (ACI) product candidates designed to
stimulate an immune response in a variety of tumor types.
Dendreon’s first product, PROVENGE® (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) in April 2010. Dendreon
is exploring the application of additional ACI product candidates
and small molecules for the potential treatment of a variety of
cancers. The Company is headquartered in Seattle, Washington, and
is traded on the NASDAQ Global Market under the symbol DNDN. For
more information about the Company and its programs, visit
http://www.dendreon.com/.
Certain information in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that are not statements of historical fact,
including statements regarding the potential of the proposed
stand-alone restructuring, asset sale or plan sale, the expectation
that the Chapter 11 filings will enable the Company to sell its
assets or itself in an orderly manner and maximize value for the
Company’s stakeholders, the necessity of Court approvals to conduct
and complete the proposed stand-alone restructuring, asset sale or
plan sale, the ability of the Company to continue to deliver
PROVENGE without interruption, the ability of the Company to
continue operating in the ordinary course during the bankruptcy and
sale process, the expectation that the Company will not need to
raise any incremental financing to effectuate its restructuring
process and other statements regarding the Company’s strategy,
future operations, future financial positions, future performance,
commercialization of PROVENGE, prospects, and plans and objectives
of management should be considered forward-looking statements.
Words such as “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,”
“could,” “should,” “target” and similar expressions are often used
to identify forward-looking statements. Actual results or events
could differ materially from those indicated in forward-looking
statements as a result of risks and uncertainties, including, among
others, the potential adverse impact of the Chapter 11 filings on
the Company’s liquidity or results of operations, changes in the
Company’s ability to meet financial obligations during the Chapter
11 process or to maintain contracts that are critical to the
Company’s operations, the outcome or timing of the Chapter 11
process and the proposed stand-alone restructuring, asset sale or
plan sale (including the occurrence or likelihood of qualified bids
or an auction), the effect of the Chapter 11 filings or proposed
stand-alone restructuring, asset sale or plan sale on the Company’s
relationships with third parties, regulatory authorities and
employees, proceedings that may be brought by third parties in
connection with the Chapter 11 process or the proposed stand-alone
restructuring, asset sale or plan sale, Court approval or other
conditions or termination events in connection with the proposed
stand-alone restructuring, asset sale or plan sale, and the timing
or amount of any distributions to the Company’s stakeholders. For a
discussion of some of the additional risks and important factors
that Dendreon believes could cause actual results or events to
differ from the forward-looking statements that it makes, see the
sections entitled “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014. In addition, new risks and uncertainties emerge
from time to time, and it is not possible for the Company to
predict or assess the impact of every factor that may cause its
actual results or events to differ from those contained in any
forward-looking statements. Accordingly, you should not place undue
reliance on any forward-looking statements contained in this press
release. Any forward-looking statements speak only as of the date
of this press release. The Company undertakes no obligation to
publicly update forward-looking statements, whether as a result of
new information, future events or otherwise.
Dendreon CorporationCorporate CommunicationsApril Falcone,
206-829-1622media@dendreon.comorJoele Frank, Wilkinson Brimmer
KatcherAndy Brimmer / Aaron Palash212-355-4449