On July 30, 2020 PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI) reported the signing of a definitive agreement for the sale of 100% of the outstanding stock in its wholly owned subsidiaries Noden Pharma DAC and Noden USA (collectively "Noden") to Stanley Capital ("Stanley Capital") (Press release, PDL BioPharma, JUL 30, 2020, View Source [SID1234565091]). The total value of the transaction will result in payments to PDL of up to $48.25 million in cash.
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"Entering into this transaction for the sale of Noden to Stanley Capital represents another significant step in the execution of our monetization strategy," commented PDL’s President and CEO Dominique Monnet. "We thank Alan Markey and the Noden team for their dedication and service, and we wish Noden and Stanley Capital much success."
Simon Cottle, Partner at Stanley Capital, said: "The acquisition of Noden is the culmination of years of thematic research into the specialty pharmaceuticals sector, which identified the company as a strong buy and build platform. We look forward to working with Noden’s excellent management team and our industry advisors to build the company into a leading pharma platform, providing essential treatments for patients with unique and difficult to treat conditions."
After taking into account the expected adjustments for transaction expenses, indebtedness and working capital, payments to PDL are expected to be approximately $12.0 million in connection with the closing of the transaction. The agreement provides for an additional $33 million to be paid to PDL in twelve equal quarterly installments from January 2021 to October 2023. The agreement also provides PDL with the potential for two additional contingent payments totaling $3.25 million.
Together with their advisors, Torreya and SVB Leerink, PDL’s board of directors and management team evaluated a number of potential transactions to maximize shareholder value for Noden. Torreya was retained by PDL to explore potential strategic transactions and assist in the disposition of Noden, while SVB Leerink has been engaged by PDL to advise on overall liquidation and distribution strategies. PDL believes the transaction with Stanley Capital represents the greatest total value and certainty of completion. The transaction is expected to close in August 2020 and is subject to certain customary closing conditions.
"We also wish to thank Jill Jene, our Vice President Business Development, for her dedication, leadership and highly valued contributions as a key member of the management team and for guiding PDL’s business development efforts for the past two years," added Mr. Monnet. "Jill and her team have been instrumental in the execution of our monetization process. We will enter into a separation agreement with Jill, who will be departing PDL in August 2020. We wish her success in her future endeavors."