On February 23, 2015, Dendreon completed the Sale Transaction. With the closing of the Sale Transaction, the Debtors have completed the disposition of substantially all of their assets, including all PROVENGE assets and all assets related to the Debtors’ enteric coated D-3263 hydrochloride product candidate (Filing, Dendreon, FEB 19, 2015, View Source [SID:1234502221]).
On February 19, 2015, as previously disclosed, the Debtors, Valeant Pharmaceuticals International, Inc. ("Valeant") and Drone Acquisition Sub Inc., a wholly-owned direct subsidiary of Valeant (the "Purchaser"), entered into a second amended and restated acquisition agreement (the "Acquisition Agreement") pursuant to which the Purchaser agreed to acquire substantially all of the assets and certain liabilities of the Debtors (the "Sale Transaction") for an aggregate purchase price of $495 million (which includes the purchase of $80 million in cash, for an effective increase of $15 million over the previously agreed purchase price for the purchase of certain additional assets of the Debtors), comprised of a cash payment of $445.5 million payable at closing and $49.5 million payable in common shares of Valeant to be issued to the Company on the date of effectiveness of a plan of liquidation or reorganization in the Chapter 11 Cases and subsequently distributed to creditors in accordance with such plan and the terms of the Acquisition Agreement. As previously disclosed, on February 20, 2015, the Bankruptcy Court approved an order authorizing the Sale Transaction with the Purchaser pursuant to the Acquisition Agreement (the "Sale Order").
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