SciClone Pharmaceuticals and a consortium consisting of entities affiliated with GL Capital Management GP Limited, Bank of China Group Investment Limited, CDH Investments, Ascendent Capital Partners and Boying announced 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.
"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," Jon S. Saxe, Chairman of SciClone's Board of Directors said. "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."
Lazard is serving as exclusive financial advisor to SciClone and DLA Piper 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.