SciClone announces end of go-shop period, no parties designated as 'excluded'
SciClone Pharmaceuticals announced the expiration on August 6, 2017 of the 60 day "go-shop" period provided for under the terms of the previously announced Agreement and Plan of Merger between the company and a consortium consisting of entities affiliated with GL Capital Management GP Limited, Bank of China Group Investment Limited, CDH Investments, Ascendent Capital Partners and Boying, and also announced that no party has qualified as an "Excluded Party" under the terms of the Merger Agreement. Under the terms of the Merger Agreement, the Company and its advisors were permitted to actively solicit and negotiate alternative acquisition proposals from third parties during a "go-shop" period. During the "go-shop" period, representatives of Lazard Freres & Co., financial advisor to the Company, under took a broad solicitation effort, contacting 38 potential acquirers, including 28 strategic parties and 10 financial parties that the Company and Lazard believed might be interested in a possible alternative transaction to the merger with the Buyer Consortium. As a result of these efforts, Company received one alternative acquisition proposal. After consulting with its financial and legal advisors, the Company's Board of Directors has unanimously determined that the alternative transaction proposal would not reasonably be expected to result in a "Superior Proposal" because, among other considerations, the proposal was subject to significant uncertainties compared to the Merger Agreement, including with respect to the third party's ability to secure debt and equity financing, and the inclusion of receipt of regulatory approvals from multiple governmental authorities in China as closing conditions to the proposed merger agreement in consideration of the existing regulatory environment in China relating to outbound investments. Consequently, the Company has ceased and terminated any existing discussion and negotiation with the party that submitted the alternative acquisition proposal, and has requested the prompt return or destruction of all confidential information previously furnished to such party. The Company is now subject to customary "non-solicitation" provisions that limit its ability to solicit, encourage, discuss or negotiate alternative acquisition proposals from third parties or to provide confidential information to third parties. These non-solicitation provisions are subject to a "fiduciary out" provision that allows the Company to furnish information and participate in discussions or negotiations with respect to certain unsolicited and bona fide written acquisition proposals that the Company's Board of Directors determines in good faith to be, or reasonably likely to result in, a Superior Proposal, and to terminate the Merger Agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement. With the expiration of the "go-shop" period, SciClone is continuing to work with the Buyer Consortium to complete the merger in a timely manner, subject to satisfaction of the conditions set forth in the Merger Agreement.