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.