8-KShareholder MattersCorporate ChangesOther Events+1

BeOne Medicines Ltd. 8-K Report, Rights Modification (Jun 17, 2021)

Filed June 17, 2021For Securities:ONCBEIGF

Summary

BeiGene, Ltd. (ONC) filed an 8-K on June 17, 2021, reporting key outcomes from its 2021 Annual General Meeting of Shareholders and a significant clinical trial update. The shareholders approved amendments to the Company's Articles of Association, including changes related to share transfers, general meeting procedures (allowing for virtual or hybrid meetings), and the establishment of U.S. federal courts as the exclusive forum for Securities Act claims. These amendments are largely in preparation for the proposed listing of RMB Shares on the STAR Market in Shanghai. The meeting also saw the re-election of all Class II directors, ratification of the appointment of independent auditors Ernst & Young, and approval of a general mandate to issue shares. Notably, several proposals related to "Connected Person Placing Authorizations" were approved, allowing for the allocation of shares to existing significant shareholders (Baker Bros. Advisors LP, Hillhouse Capital Management, Ltd., and Amgen Inc.) to maintain their respective shareholding percentages during future offerings, including those related to the STAR Market listing. Additionally, shareholders approved the grant of an option to Amgen to maintain a ~20.6% ownership and the grant of Restricted Stock Units (RSUs) to key executives and directors. In a separate but significant announcement, BeiGene also reported the dosing of the first patient in the global Phase 3 AdvanTIG-302 trial for its investigational anti-TIGIT antibody, ociperlimab, in combination with tislelizumab, for non-small cell lung cancer. This marks a critical step in the pivotal program for ociperlimab, a potential key growth driver for the company.

Key Highlights

  • 1Shareholders approved amendments to the Articles of Association, including provisions for virtual/hybrid shareholder meetings and exclusive federal forum for U.S. Securities Act claims, effective upon STAR Market listing.
  • 2All Class II directors were re-elected at the Annual General Meeting.
  • 3The appointment of Ernst & Young as independent auditors for FY2021 was ratified.
  • 4A general mandate was approved, allowing the board to issue up to 20% of outstanding shares.
  • 5Shareholder approval was granted for "Connected Person Placing Authorizations" to facilitate share allocation to key investors (Baker Bros., Hillhouse, Amgen) to maintain their ownership percentages in future offerings, including those related to the STAR Market listing.
  • 6An option was approved for Amgen to subscribe for shares to maintain approximately 20.6% ownership.
  • 7The company announced the dosing of the first patient in a global Phase 3 trial for its anti-TIGIT antibody ociperlimab (BGB-A1217) in combination with tislelizumab for non-small cell lung cancer.

Frequently Asked Questions

The key changes to the Articles of Association, which will become effective upon the STAR Market listing, include: 1) Modernizing share transfer requirements to align with electronic transfers recognized by stock exchanges, 2) Allowing general meetings to be held physically, hybrid, or electronically, with provisions for online participation for STAR Market listed shares, and 3) Designating U.S. federal district courts as the exclusive forum for resolving claims brought under the U.S. Securities Act of 1933.

These authorizations allow the company to allocate shares during future offerings to specific existing shareholders, namely Baker Bros. Advisors LP, Hillhouse Capital Management, Ltd., and Amgen Inc., in order to maintain their current shareholding percentages. This is particularly relevant for offerings related to the upcoming STAR Market listing of RMB Shares, providing these significant investors the ability to maintain their economic stake in the company.

The AdvanTIG-302 trial is a global Phase 3 study investigating BeiGene's investigational anti-TIGIT antibody, ociperlimab, in combination with tislelizumab, for the first-line treatment of non-small cell lung cancer (NSCLC) in patients with high PD-L1 expression. The announcement of the first patient dosed marks the initiation of this pivotal trial, which is a critical step in the development pathway for ociperlimab, a key potential asset for the company.

Shareholders re-elected all Class II directors, including Donald W. Glazer, Michael Goller, Thomas Malley, and Corazon (Corsee) D. Sanders. Additionally, on a non-binding advisory basis, shareholders approved the compensation of the company's named executive officers as disclosed in the proxy statement.