8-KSecurities & ListingRegulation FDOther Events+1

BeOne Medicines Ltd. 8-K Report, Unregistered Securities Sale (Sep 1, 2017)

Filed September 1, 2017For Securities:ONCBEIGF

Summary

This 8-K filing by BeOne Medicines Ltd. (ONC), now BeiGene, Ltd., announces the closing of a significant strategic collaboration with Celgene Corporation, originally announced on July 5, 2017. The core of this collaboration involves an exclusive license and collaboration agreement (A&R PD-1 License Agreement) for BeiGene's investigational anti-PD-1 inhibitor, BGB-A317, in major global markets outside of Asia. This agreement became effective on August 31, 2017, with Celgene making an upfront payment of $263 million to BeiGene. In addition to the PD-1 inhibitor collaboration, the filing details other concurrent transactions, including BeiGene's acquisition of Celgene's China-based subsidiary, Celgene Pharmaceutical (Shanghai) Co., Ltd. (to be renamed BeiGene Pharmaceutical (Shanghai) Co., Ltd.), and a new license and supply agreement allowing BeiGene to distribute and promote Celgene's approved cancer therapies and an investigational agent in China. Furthermore, BeiGene completed a private placement sale of its ordinary shares to Celgene Switzerland for $150 million, representing approximately $4.58 per ordinary share.

Key Highlights

  • 1Closing of strategic collaboration with Celgene Corporation announced on August 31, 2017.
  • 2Exclusive license and collaboration agreement (A&R PD-1 License Agreement) for BGB-A317 (PD-1 inhibitor) granted to Celgene for development and commercialization in US, Europe, Japan, and rest of world excluding Asia.
  • 3Celgene to pay BeiGene an upfront license fee of $263 million.
  • 4BeiGene acquired 100% of Celgene's China subsidiary (Celgene Pharmaceutical (Shanghai) Co., Ltd.) for an undisclosed cash payment.
  • 5BeiGene secured exclusive rights to distribute and promote Celgene's ABRAXANE®, REVLIMID®, VIDAZA®, and CC-122 in China.
  • 6BeiGene sold 32,746,416 ordinary shares to Celgene Switzerland for $150 million ($4.58 per ordinary share) via a private placement.
  • 7The transactions are structured to comply with regulatory requirements, including antitrust laws and exemptions from SEC registration.

Frequently Asked Questions

This 8-K filing announces the closing of the strategic collaboration between BeiGene, Ltd. (formerly BeOne Medicines Ltd.) and Celgene Corporation, which was initially announced on July 5, 2017. It details the key agreements and transactions that have now become effective.

BeiGene will receive an upfront license fee of $263 million from Celgene for the PD-1 inhibitor collaboration. Additionally, BeiGene received $150 million from the sale of its shares to Celgene Switzerland as part of a private placement.

BeiGene has granted Celgene exclusive rights to develop and commercialize BeiGene's investigational anti-PD-1 inhibitor, BGB-A317, in all fields except hematology, across the United States, Europe, Japan, and the rest of the world excluding Asia.

BeiGene acquired Celgene's China subsidiary, which will be renamed BeiGene Pharmaceutical (Shanghai) Co., Ltd. Concurrently, BeiGene obtained the exclusive rights to distribute and promote Celgene's approved cancer therapies (ABRAXANE®, REVLIMID®, VIDAZA®) and its investigational agent CC-122 within China.