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Published on 2/19/2015 in the Prospect News Distressed Debt Daily.

Dendreon total sale price increased to $495 million under amendment

By Caroline Salls

Pittsburgh, Feb. 19 – Dendreon Corp. entered into a second amended acquisition agreement with Valeant Pharmaceuticals International, Inc. wholly owned subsidiary Drone Acquisition Sub Inc. that increases the total purchase price for Dendreon’s assets to $495 million from $400 million, according to an 8-K filed Thursday with the Securities and Exchange Commission.

The company said the new price includes the purchase of $80 million in cash, for an effective increase of $15 million over the previously amended stalking horse agreement for the purchase of additional assets.

Of the total purchase price, Dendreon said $445.5 million is payable in cash at closing and $49.5 million is payable in common shares of Valeant to be issued on the effective date of Dendreon’s Chapter 11 plan and subsequently distributed to creditors.

According to the 8-K, the acquisition agreement includes the assets related to Dendreon’s enteric-coated D-3263 hydrochrolide product candidate, as well as $80 million of cash.

The acquisition agreement is subject to a number of closing conditions, including approval by the U.S. Bankruptcy Court for the District of Delaware and the absence of a governmental order or other legal prohibition related to the transaction.

If the proposed sale order to be entered by the bankruptcy court is not entered, or the court advises the parties during the hearing that the order will not be entered by Feb. 20, subject to an extension to no later than Feb. 24, the buyer is entitled to terminate the acquisition agreement.

As previously reported, the bid deadline expired on Feb. 10 without receipt of additional qualified bids.

Dendreon, a Seattle-based biotechnology company that focuses on novel therapeutics to enhance cancer treatment options, filed for bankruptcy on Nov. 10. The Chapter 11 case number is 14-12515.


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