On October 1, 2020, PDL BioPharma, Inc., ("PDL," "we" or the "Company") reported that completed the previously announced separation of LENSAR, Inc. ("LENSAR") from PDL in the form of a dividend involving the distribution of all outstanding shares of LENSAR common stock owned by PDL to holders of PDL common stock (the "Distribution") (Filing, 8-K, PDL BioPharma, OCT 1, 2020, View Source [SID1234568213]). The Distribution was made to the Company’s stockholders of record as of the close of business on September 22, 2020 (the "Record Date"), and such stockholders received 0.075879 shares of LENSAR common stock for every one PDL common share held as of close of business on the Record Date. Stockholders of PDL who acquired shares of PDL common stock in the "regular way" market since shortly before the record date and through October 1, 2020 acquired such shares with an entitlement to receive shares of LENSAR common stock in connection with the distribution. Stockholders of PDL who acquired their shares of PDL common stock ex-distribution during that time did so without an entitlement to receive shares of LENSAR common stock in connection with the distribution.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
Prior to the Distribution, PDL owned approximately 81.5% of LENSAR common stock. Following the completion of the distribution, PDL does not own any equity interest in LENSAR. As a result of the Distribution, LENSAR became an independent public company whose stock is listed and trading under the symbol "LNSR" on the Nasdaq Stock Market.
Basis of Presentation
The following unaudited pro forma condensed consolidated financial statements were derived from the historical financial statements of PDL as of and for the six months ended June 30, 2020 and for each of the years ended December 31, 2019, 2018 and 2017, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP").
The unaudited pro forma condensed consolidated financial statements for the six months ended June 30, 2020 and the years ended December 31, 2019, 2018 and 2017 assume the Distribution occurred on May 11, 2017 when PDL obtained control of 100% of the voting shares of LENSAR, making it a wholly-owned subsidiary of the Company. The unaudited pro forma condensed consolidated balance sheet assumes the Distribution and the related transactions occurred on June 30, 2020. Beginning in the fourth quarter of 2020, the results of operations of LENSAR will be presented as discontinued operations for historical periods through August 31,2020, the day prior to the Company’s adoption of the liquidation basis of accounting effective September 1, 2020.
The unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only and do not reflect what PDL’s results of operations or financial position would have been had the Distribution been completed on the dates assumed and are not necessarily indicative of PDL’s future results of operations or financial position.
The following unaudited pro forma condensed consolidated financial statements and the accompanying notes to the unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the historical consolidated financial statements of PDL for the years ended December 31, 2019, 2018 and 2017, the accompanying notes to those financial statements and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in exhibit 99.1 of PDL’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on June 29, 2020, (ii) the unaudited condensed consolidated financial statements and accompanying notes and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in PDL’s Form 10-Q for the six months ended June 30, 2020 filed with the SEC on August 7, 2020 and (iii) the historical consolidated financial statements of LENSAR in LENSAR’s Registration Statement on Form 10 filed with the SEC on August 26, 2020, as amended on September 14, 2020.