M&A - BeiGene, Ltd.

Form Type: POS AM

Filing Date: 2025-05-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465925053004

Filing Summary: On May 27, 2025, BeOne Medicines Ltd., organized under Swiss law, became the successor to BeiGene, Ltd. through a jurisdiction change known as a continuation from the Cayman Islands to Switzerland. This amendment to their registration statement reflects this change, updating the company's legal name and structuring aspects. Following the continuation, BeiGene, Ltd.'s existing ordinary shares were converted into shares of BeOne Medicines Ltd., with no interruption to corporate existence and listing on various stock exchanges, including Nasdaq. The governing law for shareholders shifted from Cayman law to Swiss law without affecting existing corporate operations and shareholder agreements.

Form Type: S-8 POS

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925052960

Filing Summary: On May 27, 2025, BeOne Medicines Ltd. was registered as the successor corporation to BeiGene, Ltd. through a continuation process. This corporate restructuring involved a change in jurisdiction from the Cayman Islands to Switzerland, impacting the company’s legal name, which transitioned from BeiGene, Ltd. to BeOne Medicines Ltd. The transaction became effective concurrently with the company’s registration with the Commercial Register of the Canton of Basel-Stadt, Switzerland, and did not interrupt the corporate existence or operations of the company. All outstanding shares of BeiGene, Ltd. became ordinary shares of BeOne Medicines Ltd., and the American Depositary Shares continue to be traded on Nasdaq without interruption. The change necessitated the adoption and amendment of several share option and employee purchase plans to reflect this new corporate identity and structure.

Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925021913

Filing Summary: BeiGene, Ltd. is filing a definitive additional materials proxy statement related to an Extraordinary General Meeting of Shareholders (EGM) scheduled for April 28, 2025. The meeting will focus on three primary resolutions: the approval of the company’s de-registration in the Cayman Islands and continuation in Switzerland, subject to the amendments of the company's articles; the amendment and restatement of the company’s articles to align with Swiss law; and the election of Ernst & Young AG as the statutory auditor for Swiss legal purposes. The Board of Directors recommends shareholders vote in favor of all proposals. Shareholders holding shares as of February 5, 2025, are eligible to attend and vote. Proxy materials have been made available online, and requests for physical copies can be made without charge.

Form Type: S-4/A

Filing Date: 2025-02-28

Corporate Action: Merger

Type: Update

Accession Number: 000110465925018532

Filing Summary: BeiGene, Ltd. is seeking to change its jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation. This transition will be in accordance with the Cayman Companies Act and Swiss law, allowing the company to operate under Swiss regulations upon its registration in the Commercial Register of Basel-Stadt. The change is proposed to better reflect BeiGene's global presence in oncology, enhance its operations, and facilitate growth in research and development. The board unanimously recommends shareholder approval for the continuation and related amendments. A special resolution is proposed at an upcoming Extraordinary General Meeting to approve the de-registration in the Cayman Islands and the continuation in Switzerland. After the continuation, the company's name will change to BeOne Medicines Ltd., reflecting its commitment to cancer treatment and research. This strategic move aims to strengthen BeiGene's position in the biopharmaceutical sector while continuing to operate its American Depositary Shares (ADSs) on Nasdaq and maintain its trading on the Hong Kong Stock Exchange and STAR Market in Shanghai. Shareholders should consider the potential change in rights and governance under Swiss law compared to Cayman law, along with the expected benefits of continued global operations.

Form Type: S-4/A

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004885

Filing Summary: BeiGene, Ltd. is proposing a Continuation from the Cayman Islands to Switzerland, which requires shareholder approval at an upcoming Extraordinary General Meeting (EGM). The Continuation will alter the governing law from Cayman to Swiss law and will not interrupt the corporate existence or operations of the Company or its listing. The company intends to enhance its global oncology presence and aims to change its name to 'BeOne Medicines Ltd.' following the Continuation. The document details the rationale, expected impacts, and procedural steps for the EGM, including the necessity for approval of amendments to the Memorandum and Articles of Association and the appointment of Ernst & Young AG as statutory auditors for Swiss purposes.