Dendreon Reaches Agreement for Valeant to Serve as “Stalking Horse Bidder” in Court-Supervised Sales Process
January 29 2015 - 9:00PM
Business Wire
PROVENGE® (sipuleucel-T), the First
Personalized Immunotherapy for Advanced Prostate Cancer, Remains
Commercially Available
January 29, 2015--Dendreon Corporation (“Dendreon” or the
“Company”) announced today that it has reached an agreement with
Valeant Pharmaceuticals International, Inc. (NYSE:VRX) (TSX:VRX)
(“Valeant”) pursuant to which, subject to bankruptcy court
approval, Valeant will serve as the “stalking horse” bidder in
conjunction with a court-supervised sales process.
Under the terms of the agreement, Valeant would acquire the
world-wide rights of PROVENGE® (sipuleucel-T) and certain other
Dendreon assets for $296 million, subject to higher and better
bids.
Valeant is a multinational specialty pharmaceutical company that
develops, manufactures and markets a broad range of pharmaceutical
products primarily in the areas of dermatology, eye health,
neurology and branded generics.
“We are pleased to reach this agreement with Valeant and to move
forward with the court-supervised sales process,” said W. Thomas
Amick, president and chief executive officer of Dendreon. “We are
confident that this process will result in a strong new owner for
PROVENGE, and that patients will continue to receive treatments
with no disruption moving forward. We thank our employees for their
continued hard work, dedication and commitment to serving our
physicians and their patients.”
The Company also announced that it would be extending the bid
deadline for interested parties to submit qualified bids to
participate in an auction for the Company’s assets from January 29,
2015 at 5:00 p.m. Eastern Time to February 10, 2015 at 5:00 p.m.
Eastern Time. Assuming additional qualified bids are submitted, an
auction would be held on February 12, 2015.
The full terms of the agreement will be filed with the
Securities and Exchange Commission. 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.
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.
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. 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,
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 Dendreon’s
liquidity or results of operations, changes in Dendreon’s ability
to meet financial obligations during the Chapter 11 process or to
maintain contracts that are critical to Dendreon’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 Dendreon’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, Bankruptcy 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 Dendreon’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
Dendreon’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 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.
Dendreon CorporationApril Falcone, 206-829-1622Corporate
Communicationsmedia@dendreon.comorJoele Frank, Wilkinson Brimmer
KatcherAndy Brimmer or Aaron Palash, 212-355-4449