Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on July 30, 2020, PDL BioPharma, Inc. ("PDL") announced
that it had entered into a Share Purchase Agreement (the "Agreement") with CAT
Capital Bidco Limited ("Buyer"), an indirect, wholly-owned subsidiary of Stanley
Capital Limited ("Stanley Capital"), under which PDL agreed to sell 100% of the
outstanding share capital and capital stock in PDL's wholly-owned subsidiaries,
Noden Pharma DAC and Noden Pharma USA, Inc. (the "Noden Sale"). The Noden Sale
closed on September 99, 2020. The total value of the transaction will result in
payments to PDL of up to $52.83 million in cash, $4.58 million greater than
previously announced. There is an additional $3.86 million to be paid to PDL in
four equal quarterly installments from January 2023 to October 2023, primarily
due to the incremental cash accumulated in the business since July 31, 2020.
A description of the Agreement is included in PDL's Current Report on Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on July 30, 2020
and is incorporated herein by reference. The description of the Agreement is
only a summary of the material terms thereof, does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement
filed as Exhibit 10.1 in PDL's Quarterly Report on Form 10-Q with the SEC on
August 10, 2020. The businesses comprising the Noden Sale are classified as
discontinued operations in PDL's consolidated financial statements included in
Part II, Item 8 of Exhibit 99.1 of PDL's Current Report on Form 8-K filed with
the SEC on June 30, 2020 and Part I, Item 1 of PDL's Quarterly Report on Form
10-Q for the quarter ended June 30, 2020, filed with the SEC on August 10, 2020.
A copy of PDL's press release dated September 9, 2020 announcing the closing of
the Noden Sale is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated September 9, 2020--------------------------------------------------------------------------------
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