8-KMaterial AgreementsSecurities & Listing

BeOne Medicines Ltd. 8-K Report, Material Agreement (Dec 6, 2019)

Filed December 6, 2019For Securities:ONCBEIGF

Summary

BeOne Medicines Ltd. (ONC), formerly BeiGene, Ltd., has filed an 8-K to disclose an amendment to a material definitive agreement with Amgen Inc. Originally, on October 31, 2019, Amgen agreed to purchase a significant stake in BeOne Medicines. This amendment, dated December 6, 2019, adjusts the terms to ensure Amgen maintains a precise 20.5% ownership of BeOne Medicines' outstanding share capital at the closing date. This adjustment allows for a slightly larger issuance of shares to Amgen to account for prior increases in the company's outstanding shares due to employee stock options and RSUs. The additional shares will not exceed 5 million and will be issued under the same terms as the original agreement, continuing the private placement under Section 4(a)(2) and Regulation D exemptions.

Key Highlights

  • 1Amendment to Share Purchase Agreement with Amgen Inc. signed on December 6, 2019.
  • 2Amgen's ownership stake adjusted to ensure it holds exactly 20.5% of BeOne Medicines' enlarged share capital at closing.
  • 3Allows for the issuance of up to 5 million Additional Subscription Shares to Amgen.
  • 4The Additional Subscription Shares will be issued under the same terms as the original agreement.
  • 5The transaction continues to rely on private placement exemptions (Section 4(a)(2) and Regulation D) under the Securities Act.
  • 6The amendment addresses potential dilution from the exercise of employee stock options and vesting of RSUs since the original agreement date.
  • 7Full details of the amendment are expected to be filed in a subsequent report or amendment.

Frequently Asked Questions

The amendment was made to ensure that Amgen's ownership percentage remains exactly 20.5% of BeOne Medicines' outstanding share capital as of a date four business days prior to the closing. This accounts for the increase in the company's outstanding shares since the original agreement due to employee equity awards.

Amgen can subscribe for up to an additional five million (5,000,000) ordinary shares under the terms of the amendment.

The additional shares will be issued at the same price as the original subscription shares, which is US$13.45 per ordinary share.

No, the sale of these additional shares will be conducted as a private placement, relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. The shares will bear a restrictive legend.