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As filed with the Securities and Exchange Commission on July 31, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
JULY 31, 1998 (JULY 27, 1998)
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
NEW JERSEY 0-19312 22-2822175
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1545 ROUTE 22 EAST, ANNANDALE, NEW JERSEY 08801-0953
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (908) 713-6001
NOT APPLICABLE
(Former name or former address, if changed since last report)
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MEDAREX, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
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Item 5. Other Events....................................... 3
Item 7. Financial Statements and Exhibits.................. 4
Signature ................................................... 5
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ITEM 5. OTHER EVENTS.
On June 11, 1998, BCC Acquisition I LLC, a Delaware limited liability
company ("BCC") formed between Bay City Capital Fund I, L.P., an affiliate of
Bay City Capital LLC, and various Pritzker family business interests, made an
offer (the "Offer") to former shareholders (the "Holders") of GenPharm
International, Inc. ("GenPharm"), to purchase the contingent payment rights (the
"Rights") of such Holders to receive the remainder of the merger consideration
(currently, $44,412,500) payable by Medarex, Inc., a New Jersey corporation
("Medarex"), in connection with Medarex's acquisition of GenPharm in October
1997. Under the terms of the Offer, BCC would purchase any or all of the Rights
from the Holders at a 20% discount from the face value of the Rights. The Offer
is contingent on at least $22,206,250 (or 50%) of the Rights being tendered for
purchase. The complete terms and conditions of the Offer are set forth in the
Offer to Purchase attached as Exhibit A to the Rights Exchange Agreement dated
June 10, 1998 (the "Rights Exchange Agreement"), between Medarex and BCC. The
Rights Exchange Agreement was filed with the Securities and Exchange Commission
as Exhibit 10.81 to Medarex's Current Report on Form 8-K dated June 12, 1998.
On July 27, 1998 Medarex and BCC announced that (i) Rights to receive
approximately $25.1 million of shares of Medarex common stock had been tendered
to BCC for purchase pursuant to the Offer, (ii) assuming all such Rights were
validly tendered and are accepted for payment, in exchange for such Rights, BCC
will receive approximately 3.7 million shares of Medarex common stock plus
warrants to purchase approximately 455,000 shares, exercisable at $10 per share
over a seven year term, representing 15.8% of the Company's outstanding shares,
and (iii) the Offer and any withdrawal rights expired at 12:00 Midnight, New
York City time, on Friday, July 24, 1998. Medarex and BCC expect to announce
the final results of the Offer on or before August 3, 1998. BCC anticipates
that payment for the Rights will be made on or about August 4, 1998.
The press release with respect to these announcements is filed
herewith as Exhibit 99.1.
This Current Report on Form 8-K contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
Medarex's expectations or beliefs concerning future events. Forward-looking
statements involve known and unknown risks and uncertainties and are indicated
by words such as "anticipates", "expects", "believes", "plans", "could" and
similar words and phrases. These risks and uncertainties include, but are not
limited to, uncertainties regarding the consummation of the Offer and the
transactions contemplated by the Rights Exchange Agreement, receipt of future
payments, the continuation of business partnerships, development of new business
opportunities and other risks that may be detailed from time to time in
Medarex's periodic reports and registration statements filed with the Securities
and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to
this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
- ------- ----------------------
99.1 Press release dated July 27, 1998.
3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDAREX, INC.
Registrant
Date: July 31, 1998 By:/s/Michael A. Appelbaum
--------------------------
Michael A. Appelbaum
Executive Vice President -
Finance and Administration,
Secretary, Treasurer and
Chief Financial Officer
4
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EXHIBIT INDEX
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Exhibit Page
Number Description Number
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99.1 Press release dated July 27, 1998.
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EXHIBIT 99.1
For Immediate Release Contact Donald L. Drakeman
- ---------------------
President and CEO
Medarex, Inc.
908-713-6001
Kimberly Hofman
Middleberg + Associates
212-888-6610 ext.544
[email protected]
------------------
Sandy Zweifach
Chief Financial Officer
Bay City Capital LLC
415-835-9345
MEDAREX AND BCC ACQUISITION I LLC ANNOUNCE PRELIMINARY RESULTS OF OFFER TO
PURCHASE RIGHTS TO RECEIVE MEDAREX STOCK.
ANNANDALE, NJ; JULY 27, 1998 - Medarex, Inc. (NASDAQ: MEDX), a biopharmaceutical
company specializing in antibody-based therapeutics, and BCC Acquisition I LLC
("BCC"), a limited liability company formed between The Bay City Capital Fund I,
L.P., an affiliate of Bay City Capital LLC, and various affiliates of BCC,
announced today that rights of former GenPharm International, Inc., shareholders
to receive approximately $25.1 million of shares of Medarex common stock (the
"Rights") have been tendered to BCC for purchase.
Assuming all $25.1 million of Rights were validly tendered and are accepted for
payment, in exchange for such Rights, BCC will receive approximately 3.7 million
shares of Medarex common stock plus warrants to purchase approximately 455,000
shares, exercisable at $10 per share over a seven year term, representing 15.8%
of the Company's outstanding shares.
BCC had offered to purchase for cash any or all of the $44,412,500 aggregate
face value (subject to a $22,206,750 or 50% minimum) of the rights of the former
shareholders of GenPharm and approximately 56.6% of such Rights were tendered to
BCC. The Offer and any withdrawal rights expired at 12:00 Midnight, New York
City time, on Friday, July 24, 1998. Medarex and BCC expect to announce the
final results of the Offer on or before August 3, 1998. BCC anticipates that
payment for the Rights will be made on or about August 4, 1998.
Medarex is a biopharmaceutical company developing antibody-based therapeutics.
Medarex employs several core technologies including Bispecific antibodies, which
enhance and direct the body's own immune system to fight disease; the HuMAb-
Mouse antibody development system for the creation of high affinity human
antibodies; and immunotoxin technology. Medarex has six products in clinical
development including MDX-RA for the prevention of secondary cataracts, the
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anti-cancer Bispecifics MDX-210, MDX-447 and MDX-220, MDX-33 for autoimmune
disease and MDX-22 for acute myeloid leukemia.
Bay City Capital LLC is a merchant bank and management advisory firm which
invests in life sciences companies. The principals of Bay City Capital LLC
include Fred Craves, Ph.D.; John Diekman, Ph.D.; and Roger Salquist, former CEOs
and current chairmen or directors of several life science companies. Bay City
Capital LLC's partners include business interests of the Pritzker family of
Chicago.
Certain statements in this press release consist of forward looking statements
that involve risks and uncertainties including, but not limited to,
uncertainties regarding the receipt of future payments, the continuation of
business partnerships and the development of new business opportunities. Actual
results, events or performance may differ materially.
