Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth under Item 8.01 regarding the share subscription is
incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure set forth under Item 8.01 regarding the appointment of the new
director is incorporated by reference into this Item 5.02.
Item 7.01 Regulation FD Disclosure.
On January 2, 2020, BeiGene, Ltd. (the "Company") issued a press release
announcing the closing of the transactions described in this Current Report on
Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
(the "Security Act"), or the Exchange Act, except as expressly set forth by
specific reference in such filing or this Current Report.
Item 8.01 Other Events.
Summary
On January 2, 2020, BeiGene announced the closing of its strategic collaboration
with Amgen Inc. ("Amgen") that the parties previously announced on October 31,
2019, as further described below.
Collaboration Agreement
As previously disclosed, on October 31, 2019, the Company and its wholly-owned
subsidiary, BeiGene Switzerland GmbH ("BeiGene Switzerland", and together with
the Company, "BeiGene"), entered into a Collaboration Agreement (the
"Collaboration Agreement") with Amgen, pursuant to which BeiGene and Amgen have
agreed to enter into a strategic collaboration on certain of Amgen's oncology
assets. Pursuant to the terms of the Collaboration Agreement, BeiGene will be
responsible for commercializing Amgen's oncology products XGEVA® (denosumab),
KYPROLIS® (carfilzomib) and BLINCYTO® (blinatumomab) in China (excluding Hong
Kong, Macao and Taiwan) for a period of five or seven years following each
product's regulatory approval in China, as specified in the agreement, with the
commercialization period for XGEVA® (which was recently approved in China)
commencing following the transition of operational responsibilities for the
product. Additionally, pursuant to the terms of the Collaboration Agreement,
BeiGene and Amgen have agreed to collaborate on the global development of 20
Amgen oncology pipeline products, with BeiGene responsible for conducting
development activities in China pursuant to a development plan and budget.
The foregoing descriptions of the terms of the Collaboration Agreement do not
purport to be complete and are qualified in their entirety by reference to the
full text of the agreement, which the Company intends to file as an exhibit to a
subsequent periodic report or on an amendment to this Current Report on Form
8-K.
Concurrent with the closing of the other transactions described in this Current
Report on Form 8-K and following the approval by a majority vote of the
Company's shareholders and the expiration or termination of applicable waiting
periods under all applicable antitrust laws, the Collaboration Agreement became
effective as of January 2, 2020 (the "Effective Date").
Share Purchase Agreement
Concurrent with the closing of the other transactions described in this Current
Report on Form 8-K and following the approval by a majority vote of the
Company's shareholders, on the Effective Date, the Company closed the sale of
206,635,013 ordinary shares in the form of 15,895,001 American Depositary Shares
("ADSs") of the Company, representing approximately 20.5% of the Company's
outstanding shares to Amgen for an aggregate cash price of US$2.78 billion, or
US$13.45 per ordinary share, or US$174.85 per ADS, pursuant to the previously
disclosed Share Purchase Agreement dated October 31, 2019, as amended, by and
between the Company and Amgen (the "Share Purchase Agreement"). Immediately
following the share issuance, the Company has a total of 1,007,975,711
outstanding ordinary shares, including 847,184,819 ordinary shares represented
by ADSs.
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The offer and sale of the securities to be issued pursuant to the Share Purchase
Agreement was made in a private placement in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act for transactions
by an issuer not involving a public offering, and/or Regulation D under the
Securities Act. All certificates evidencing the securities will bear a standard
restrictive legend under the Securities Act.
Appointment of New Director
Concurrent with the closing of the other transactions described in this Current
Report on Form 8-K and following the approval by a majority vote of the
Company's shareholders, on the Effective Date, Mr. Anthony C. Hooper was
appointed to serve as a Class III director until the 2022 Annual General Meeting
of Shareholders and until his successor is duly elected and qualified, subject
to his earlier resignation or removal. Mr. Hooper has not been appointed to any
committees of the Board of Directors of the Company as of the date of this
Current Report on Form 8-K.
Mr. Hooper, aged 65, retired from Amgen in January 2020, where he was Executive
Vice President from September 2018 to January 2020, and Executive Vice
President, Global Commercial Operations from 2011 to August 2018. From 2010 to
2011, Mr. Hooper was Senior Vice President, Commercial Operations and President,
U.S., Japan and Intercontinental of Bristol-Myers Squibb Company (BMS). From
2009 to 2010, Mr. Hooper was President, Americas of BMS. From 2004 to 2009, Mr.
Hooper was President, U.S. Pharmaceuticals, Worldwide Pharmaceuticals Group, a
division of BMS. Prior to that, Mr. Hooper held various senior leadership
positions at BMS. Prior to joining BMS, Mr. Hooper was Assistant Vice President
of Global Marketing for Wyeth Laboratories. Mr. Hooper earned law and MBA
degrees from the University of South Africa in 1978 and 1988 respectively. Mr.
Hooper serves on the board of MannKind Corporation (ticker symbol: MNKD), a
company listed on the NASDAQ. We believe Mr. Hooper's extensive experience and
knowledge in the healthcare sector and broad international experience in
pharmaceutical commercial operations qualify him to serve on, and contributes to
the diversity of, the Board.
Mr. Hooper is a consultant of Amgen.
Mr. Hooper will receive the same compensation and indemnification as the
Company's other independent directors, as described in the Company's Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
April 29, 2019 and the Current Report on Form 8-K filed with the SEC on June 5,
2019. In accordance with the Company's amended independent director compensation
policy (the "Policy") and the provisions of the Company's Second Amended and
Restated 2016 Share Option and Incentive Plan, as amended (the "2016 Plan"), the
Company will grant Mr. Hooper a share option valued at US$300,000, pro-rated in
the first year of service, with an exercise price equal to the greater of (i)
the fair market value of the Company's ordinary shares on the date of grant and
(ii) the average fair market value of the Company's ordinary shares over the
five trading days preceding the date of grant, in each case as determined in
reference to the closing price of the Company's ADSs on the NASDAQ Stock Market.
One ADS represents 13 ordinary shares. The share option will vest in full on the
earlier of the first anniversary of date of grant or the date of the next annual
meeting of shareholders, and in full upon death, disability or the occurrence of
specified events in connection with a change of control of the Company. Mr.
Hooper will also receive annual cash compensation of US$50,000 for his service
as a director, pro-rated in the first year of service, and reimbursement for
reasonable travel and other expenses incurred in connection with attending
meetings of the Board of Directors and its committees. Additionally, Mr. Hooper
will be entitled to annual equity grants in accordance with the Policy and the
2016 Plan.
Pursuant to the Share Purchase Agreement, Amgen has the right to designate a
non-executive director to serve on the Board of Directors of the Company until
the earlier of (a) the date on which Amgen holds securities representing less
than 10% of the then outstanding shares of the Company as a result of Amgen's
sale of such securities or Amgen's failure to participate in future offerings
and (b) the third anniversary of the date of the expiration or termination of
the Collaboration Agreement. Amgen designated Anthony C. Hooper to serve as a
non-executive Director on the Board of Director upon the closing of the
transactions contemplated by the Share Purchase Agreement and the Collaboration
Agreement.
There is no transaction between Mr. Hooper and the Company that would be
reportable under Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by the Company on January 2, 2020
The cover page from this Current Report on Form 8-K, formatted in
104 Inline XBRL
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Item 9.01. Financial Statements and Exhibits.
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