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As filed with the Securities and Exchange Commission on July 20, 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 20, 1998 (JULY 20, 1998)
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-19312 22-2822175
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
Item 5. Other Events............................................. 3
Item 7. Financial Statements and Exhibits........................ 4
Signature ......................................................... 5
2
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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 Agreements 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 20, 1998 Medarex and BCC announced that BCC had extended the
Offer. Under the terms of the extension, the Offer and any related withdrawal
rights will expire 12:00 Midnight, New York City Time, on Friday, July 24,
1998, unless further extended.
On July 20, 1998, Medarex also announced that on July 9, 1998, the
Federal Trade Commission granted early termination of the waiting period
required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The press release announcing the extension of the Offer and the early
termination of the Hart-Scott-Rodino waiting period 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 20, 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 20, 1998 By:/s/ Donald L. Drakeman
----------------------
Donald L. Drakeman
President and Chief
Executive Officer
4
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EXHIBIT INDEX
-------------
Exhibit Page
Number Description Number
- ------- ----------- ------
99.1 Press release dated July 20, 1998.
5
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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 THAT BAY CITY CAPITAL EXTENDS
EXPIRATION DATE OF OFFER TO PURCHASE RIGHTS TO RECEIVE MEDAREX STOCK.
ANNANDALE, NJ; JULY 20, 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 BCC has extended its offer to purchase rights to receive
approximately $44.4 million in shares of Medarex common stock.
UNDER THE TERMS OF THE EXTENSION, THE OFFER AND ANY WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 24, 1998, UNLESS
FURTHER EXTENDED.
The rights represent the right of the former shareholders of GenPharm
International, Inc. to receive the remaining merger consideration payable to
them in connection with the acquisition of GenPharm by Medarex.
The offer is contingent upon at least $22.2 million (or 50 percent ) of the
rights being tendered for purchase. As of the date hereof, approximately $20.3
million (or 46 percent ) of the rights have been tendered for purchase and not
withdrawn.
Medarex also announced that on July 9, 1998, the Federal Trade Commission
granted early termination of the waiting period required by the Hart-Scott-
Rodino Antitrust Improvements Act of 1976. Medarex and BCC are now free to
conclude the offer at any time, contingent upon the GenPharm shareholders
tendering their rights.
Medarex is a biopharmaceutical company developing antibody-based therapeutics.
The Company 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
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 include
Fred Craves, Ph.D.; John Diekman, Ph.D.; 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.
