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Mergers and Acquisitions

Date: 2015-02-10

Type of information: Company acquisition

Acquired company: Dendreon (USA - WA)

Acquiring company: Valeant Pharmaceuticals (Canada)

Amount: $296 million

Terms:

* On February 10, 2015,Dendreon announced  that the bid deadline provided by the Court-approved bidding procedures for the sale of substantially all of the Company’s assets has expired without receipt of additional qualified bids. The Company previously entered into an asset purchase agreement with Valeant through which Valeant will acquire the world-wide rights of Provenge® (sipuleucel-T) and certain other Dendreon assets for $400 million. A hearing at which Dendreon and Valeant will seek the required Court approval of the sale is scheduled for February 20, 2015. Dendreon anticipates the completion of the sale to Valeant to occur by the end of February 2015, subject to certain closing conditions, including approval from the Court.

*On January 29, 2015, Valeant Pharmaceuticals International announced that it has entered into a \"stalking horse\" asset purchase agreement to acquire certain assets of Dendreon Corporation for $296 million in cash. Pursuant to the terms of the agreement, Valeant will acquire the world-wide rights to Dendreon\'s Provenge® (sipuleucel-T) product and certain other Dendreon assets.  Provenge® (sipuleucel-T) is an immunotherapy treatment designed to treat men with advanced prostate cancer by taking the body\'s own immune cells and reprograming them to attack advanced prostate cancer. The product was approved by the FDA in April 2010 and by the EMA in 2013.The drug realized revenues of approximately $300 million in 2014. 

Dendreon has been a debtor pursuant to chapter 11 of the U.S. Bankruptcy Code since November of 2014. The asset purchase agreement constitutes a \"stalking horse bid\" in a sale process being conducted under Section 363 of the U.S. Bankruptcy Code. As the \"stalking horse bidder,\" Valeant will be entitled to a break-up fee and expense reimbursement if it ultimately does not prevail as the successful bidder at a subsequent auction for Dendreon\'s assets. Valeant\'s role as a stalking horse bidder, and the sale itself, are subject to approval by the Bankruptcy Court. In addition, completion of the transaction remains subject to higher or better offers at such auction and customary closing conditions.

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