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): December 9, 2019
PDL BioPharma, Inc.
(Exact name of Company as specified in its charter)
000-19756
(Commission File Number)
Delaware | 94-3023969 | |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) | |
932 Southwood Boulevard
Incline Village, Nevada 89451
(Address of principal executive offices, with zip code)
(775) 832-8500
(Company’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share | PDLI | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Item 8.01 Other Events.
On December 9, 2019, the Company issued a press release announcing the completion and results of its strategic review. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PDL BIOPHARMA, INC. | ||
(Company) | ||
By: | /s/ Dominique Monnet | |
Dominique Monnet | ||
President and Chief Executive Officer | ||
Dated: December 9, 2019
Exhibit Index
Exhibit No. | Description | |
99.1 | ||
Exhibit 99.1
PDL BioPharma Announces Completion of Strategic Review Process
Will Pursue Monetization of its Assets and Optimal Means of Returning Proceeds to Shareholders;
Will Cease Making Additional Strategic Acquisitions and Investments
Board Authorizes Repurchase Program to Acquire up to $200 Million of Outstanding PDL Stock and Convertible Notes
Conference Call at 9:00 am Eastern Time Today
INCLINE VILLAGE, Nev., Dec. 9, 2019 - PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI) announced today that it has completed the strategic review process that it initiated in September. As a result, the Company has decided to halt the execution of its growth strategy, cease additional strategic investments and pursue a formal process to unlock value by monetizing the Company’s assets and returning net proceeds to shareholders.
The process will be led by PDL’s management team and overseen by a newly formed committee of its Board of Directors. PDL will explore a variety of potential transactions, including a sale of the Company, divestiture of its assets or businesses, a spin-off transaction, a merger or a combination thereof. Net proceeds obtained from any such transaction will ultimately be distributed to PDL’s shareholders in the form of share repurchases, dividends or other means to be determined. The process will be conducted in a disciplined and cost-effective manner that seeks to maximize returns to shareholders. The Company has not yet established a definitive timeframe for completing this process. BofA Securities and MTS Health Partners, L.P. acted as financial advisors to the Company in connection with its strategic review.
Dominique Monnet, President and CEO of PDL, said, “Today’s announcement reflects our efforts to continually assess and do what is best for our shareholders. Although there is potential to build significant value with the Company’s current healthcare growth strategy, we recognize the inherent execution risk and the long-term nature of such an approach. After a careful and thorough review of our strategic options, we have concluded that a monetization process will unlock value more quickly and with greater certainty for the benefit of all PDL shareholders. Accordingly, we will cease additional strategic investments and instead will look to monetize our high-quality asset portfolio and distribute net proceeds to our shareholders.”
Dr. Barry Selick, chairman of the Board of PDL, said, “The Board has worked diligently with PDL’s leadership team and our advisors to evaluate a full range of alternatives to optimize the value of our assets. The decision we announced today is consistent with our 30-year track record of shareholder value creation. On behalf of the entire Board, I would like to thank our team for their hard work and success assembling a high-quality portfolio of assets and leading the optimum way forward in the best interest of our shareholders.”
As it implements the plan described above, PDL will continue to support the continued growth of LENSAR and the development of its second-generation technology. PDL believes Evofem is well-positioned for continued success and is confident in the value of its investment in that company.
The Company noted that there can be no assurance that one or more transactions will result from this process. PDL does not intend to comment further on the process unless and until it determines that it is necessary or appropriate to do so.
PDL Board of Directors Authorizes Common Stock and Convertible Note Repurchase Program
In conjunction with today’s announcement, PDL’s Board has authorized the repurchase of issued and outstanding shares of the Company's common stock and convertible notes up to an aggregate value of $200 million. PDL has engaged BofA Securities to assist the Company in this repurchase program. Purchases may be made in open-market transactions, in block transactions on or off an exchange, in privately negotiated transactions or by other means as determined by PDL's management and in accordance with the regulations of the Securities and Exchange Commission. The repurchase program does not obligate PDL to acquire any specific number of shares or notes and may be suspended or terminated at any time.
Conference Call and Webcast
PDL will hold a conference call at 9:00 a.m. Eastern time today.
To access the live conference call via phone, please dial 800-608-8202 from the U.S. and Canada or 702-495-1913 internationally. The conference ID is 4166582. A telephone replay will be available beginning approximately one hour after the call through one week following the call and can be accessed by dialing 855-859-2056 from the U.S. and Canada or 404-537-3406 internationally. The replay passcode is 4166582.
To access the live and subsequently archived webcast of the conference call, go to the Investor Relations section of www.pdl.com and select "Events & Presentations."
About PDL BioPharma, Inc.
Throughout its history, PDL's mission has been to improve the lives of patients by aiding in the successful development of innovative therapeutics and healthcare technologies. PDL BioPharma was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanization of monoclonal antibodies, enabling the discovery of a new generation of targeted treatments that have had a profound impact on patients living with different cancers as well as a variety of other debilitating diseases. In 2006, the Company changed its name to PDL BioPharma. For more information please visit www.pdl.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Important factors that could impair the value of the Company's assets and business are disclosed in the risk factors contained in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2019 and subsequent filings. All forward-looking statements are expressly qualified in their entirety by such factors. We do not undertake any duty to update any forward-looking statement except as required by law.
Contacts
Investors
Okapi Partners
Mark Harnett
212-297-0720
Media
Reevemark
Renée Soto / Hugh Burns / Nicholas Leasure
212-433-4600