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EX-99 - EXHIBIT 99.1 - PDL BIOPHARMA, INC.ex99-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 13, 2014

 

PDL BioPharma, Inc.

 

(Exact name of Company as specified in its charter)

 

000-19756

(Commission File Number)

 

 

 

Delaware

 

94-3023969

(State or Other Jurisdiction of Incorporation)

 

(I.R.S. Employer Identification No.)

 

 

932 Southwood Boulevard

Incline Village, Nevada 89451 

(Address of principal executive offices, with zip code)

 

(775) 832-8500

(Company’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 1.02

Termination of a Material Definitive Agreement.

 

On November 13, 2014, PDL BioPharma, Inc. (the Company) agreed to terminate the Revenue Interests Purchase Agreement between the Company and AxoGen, Inc. in consideration for a payment of $30.3 million in cash in connection with a refinancing at AxoGen.

 

Subsequent to the pay-off, the Company acquired 643,382 shares of registered common stock of AxoGen for approximately $1.75 million at a public offering price of $2.72 per share. The Company currently holds approximately 1.8 million shares of AxoGen common stock.

 

Item 8.01

Other Events.

 

On November 14, 2014, the Company issued a press release announcing the transaction. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

PDL BioPharma, inc.

 
 

(Company)

 
       
 

By:

/s/ John P. McLaughlin

 
    John P. McLaughlin  
   

President and Chief Executive Officer

 

 

Dated: November 14, 2014

 

 
 

 

 

Exhibit Index

 

Exhibit No.

 

Description

99.1

 

Press Release