UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 10, 2015
Dendreon Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-35546 |
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22-3203193 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1301 2nd Avenue, Seattle, Washington |
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98101 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (206) 256-4545
Not applicable.
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. |
Regulation FD Disclosure. |
As previously announced, on November 10, 2014, Dendreon
Corporation (the Company) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the Debtors) filed voluntary petitions
for relief (the Chapter 11 Cases) under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
On November 9, 2014, as previously disclosed, the Debtors and (i) certain holders representing approximately 47.8% and
(ii) certain other holders representing approximately 35.9% of the outstanding principal amount of the Companys 2.875% Convertible Senior Notes due 2016 (the 2016 Notes) entered into two separate Plan Support Agreements (as
amended and restated, the PSAs). Under the terms of the PSAs, the parties agreed to work to effectuate a restructuring of the Debtors obligations pursuant to a stand-alone plan of reorganization in Chapter 11 under which holders of
the 2016 Notes would receive new shares of common stock in the reorganized Company, subject to the outcome of the competitive process contemplated in the PSAs (the Competitive Process). On December 17, 2014, the Bankruptcy Court
entered an order that, among other matters, established the bidding procedures (the Bidding Procedures) proposed to be employed with respect to the Competitive Process and established the deadline for submitting Qualified Bids (as
defined in the Bidding Procedures).
On February 4, 2015, as previously disclosed, the Debtors entered into an amended and restated
acquisition agreement (the Amended and Restated Acquisition Agreement) with Valeant Pharmaceuticals International, Inc. (the Purchaser), pursuant to which the Purchaser agreed to acquire substantially all of the assets and
certain liabilities of the Debtors for $400 million. On February 5, 2015, the Bankruptcy Court entered an order approving, among other matters, the rescheduling of the deadline for Qualified Bids to 5:00 p.m. (prevailing Eastern Time) on
February 10, 2015 and the date for the auction (assuming receipt of other Qualified Bids) to February 12, 2015.
On
February 10, 2015, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that the deadline for Qualified Bids had expired without receipt of additional Qualified Bids. The Debtors will be filing a
notice with the Bankruptcy Court stating that the Debtors have accepted the bid of the Purchaser for the purchase of substantially all of the Debtors assets and, as the Debtors did not receive any Qualified Bids by the bid deadline other than
that submitted by the Purchaser, there is no need for the auction and the auction is therefore canceled. The date for the sale hearing to approve the sale of substantially all of the Debtors assets to the Purchaser is currently scheduled for
February 20, 2015.
On February 5, 2015, the Bankruptcy Court entered an order (the
Order) establishing certain deadlines for filing proofs of claim against the Debtors, including a General Bar Date (as defined in the Order) of March 16, 2015 at 4:00 p.m. (Eastern Time).
Cautionary Statements Regarding the Chapter 11 Cases
The Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter 11 Cases will
be highly speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 Cases. Accordingly, the
Company urges extreme caution with respect to existing and future investments in its securities. The Bankruptcy Court has entered an order that places limitations on trading in the Companys common stock, including options and certain other
rights to acquire common stock, and certain instruments convertible into common stock, during the pendency of the bankruptcy proceedings.
A plan of reorganization or liquidation will likely result in holders of the Companys capital stock receiving no distribution on account
of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Companys equity securityholders and notwithstanding
the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. The stand-alone plan of reorganization provided for under the PSAs contemplates no recovery for the Companys
equity securityholders. In addition, the purchase price
provided by the Amended and Restated Acquisition Agreement does not exceed the Companys prepetition obligations to creditors, and therefore consummation of such transaction followed by a
liquidation under a Chapter 11 plan would provide no recovery for the Companys equity securityholders.
Cautionary Statement Regarding
Forward-Looking Statements
Certain information in this Current Report and Exhibit 99.1 attached hereto (collectively, this
Current Report) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including
statements regarding the satisfaction of conditions to the closing of the proposed asset sale, the potential of the proposed asset sale and the expectation that the Chapter 11 filings will enable the Company to sell its assets in an orderly manner
and maximize value for its stakeholders and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report 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 Cases on the Companys liquidity or results of operations, changes in the Companys ability to meet financial obligations during the Chapter 11 process
or to maintain contracts that are critical to the Companys operations, the outcome or timing of the Chapter 11 process and the proposed asset sale (including the consummation of the proposed asset sale), the effect of the Chapter 11 Cases or
proposed asset sale on the Companys 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 asset sale, Bankruptcy Court
approval, regulatory approval or other closing conditions or termination events in connection with the proposed asset sale, and the timing or amount of any distributions to the Companys stakeholders. For a discussion of some of the additional
risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations in the Companys 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 Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of
new information, future events or otherwise.
Additional Information Regarding the Chapter 11 Cases
Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available
through the Companys claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479. Information contained on, or that can be accessed through, such web site or the Bankruptcy Courts web site is not part of this
Current Report.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
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99.1 |
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Press Release, dated February 10, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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DENDREON CORPORATION |
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Date: February 10, 2015 |
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By: |
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/s/ Robert L. Crotty |
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Name: |
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Robert L. Crotty |
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Title: |
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Executive Vice President, General Counsel
and Secretary |
INDEX TO EXHIBITS
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Exhibit
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Description |
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99.1 |
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Press Release, dated February 10, 2015 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
DENDREON ANNOUNCES EXPIRATION OF BID DEADLINE IN CONNECTION WITH
AGREEMENT TO SELL SUBSTANTIALLY ALL ASSETS TO VALEANT
PROVENGE® (sipuleucel-T), the First Personalized Immunotherapy for Advanced
Prostate Cancer,
Included in the Sale and Remains Commercially Available
Dendreon and Valeant to Seek Court Approval of Sale on February 20, 2015
SEATTLE February 10, 2015 Dendreon Corporation (Dendreon or the Company) announced today that the bid
deadline provided by the Court-approved bidding procedures for the sale of substantially all of the Companys assets has expired without receipt of additional qualified bids. The Company previously entered into an asset purchase agreement with
Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) (Valeant) through which Valeant will acquire the world-wide rights of PROVENGE® (sipuleucel-T) and certain other
Dendreon assets for $400 million. A hearing at which Dendreon and Valeant will seek the required Court approval of the sale is scheduled for February 20, 2015.
The robust sale process resulted in an agreement that maximizes the value of Dendreon while allowing PROVENGE to remain commercially available to
patients and providers, said W. Thomas Amick, president and chief executive officer of Dendreon. We are confident that Valeant will be a strong owner for PROVENGE and patients will be able to receive treatments with no disruption moving
forward. We want to thank our employees whose continued hard work, dedication and commitment to serving our physicians and their patients enabled us to move through this process.
Dendreon anticipates the completion of the sale to Valeant to occur by the end of February 2015, subject to certain closing conditions, including approval
from the Court.
Court documents and additional information are available through Dendreons claims agent, Prime Clerk, at
https://cases.primeclerk.com/dendreon or 844-794-3479.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Companys legal advisor,
AlixPartners is serving as its financial advisor and Lazard is serving as its investment bank.
Weil, Gotshal & Manges LLP acted as legal advisor
to Valeant.
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. Dendreons 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. 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 satisfaction of conditions to the closing of the proposed asset sale, the
potential of the proposed asset sale and the expectation that the Chapter 11 filings will enable Dendreon to sell its assets in an orderly manner and maximize value for its stakeholders, and other estimates, projections, future trends and the
outcome of events that have not yet occurred referenced in this press release 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
Dendreons liquidity or results of operations, changes in Dendreons ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to Dendreons operations, the outcome or timing of the
Chapter 11 process and the proposed asset sale (including the likelihood of consummating the proposed asset sale), the effect of the Chapter 11 filings or proposed asset sale on Dendreons 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 asset sale, Bankruptcy Court approval, regulatory approval or other closing conditions or termination events in
connection with the proposed asset sale, and the timing or amount of any distributions to Dendreons 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 Managements Discussion and Analysis of Financial Condition and Results of Operations in Dendreons
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 Dendreon 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. Dendreon undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT:
Dendreon Corporation
Corporate Communications
April Falcone
206-829-1622
media@dendreon.com
Andy Brimmer / Aaron Palash
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449