M&A - Coherus BioSciences, Inc.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025004746

Filing Summary: On April 11, 2025, Coherus BioSciences, Inc. completed the divestiture of its UDENYCA® (pegfilgrastim-cbqv) franchise to Intas Pharmaceuticals Ltd. for an upfront cash consideration of $483.4 million, which includes $118.4 million allocated for UDENYCA product inventory. The agreement also stipulates potential additional payments of $37.5 million each, contingent upon achieving specific net sales targets by Intas over designated time periods. Following the completion of this transaction, effective April 14, 2025, approximately 40 employees from Coherus will transfer to Intas' U.S. subsidiary to support the UDENYCA product. This transaction represents a strategic shift for Coherus as its biosimilar business, which includes UDENYCA alongside other franchises, will be classified as discontinued operations. The document also includes information about the scheduled repurchase of Convertible Senior Subordinated Notes and associated pro forma financial statements.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025004264

Filing Summary: On March 31, 2025, Coherus BioSciences, Inc. entered into an Asset Purchase Agreement to divest its UDENYCA franchise to Intas Pharmaceuticals Ltd. The agreement, which was part of a broader strategy, involved amendments to the Indenture governing its Convertible Notes to facilitate this transaction. The company announced on April 1, 2025, that it will repurchase approximately $170 million of its Convertible Notes from certain holders at the principal amount plus accrued interest, contingent upon the successful closing of the acquisition transaction. Following the repurchases, approximately $60 million of the Convertible Notes will remain outstanding, with plans for a future repurchase offer for these notes after the acquisition's closing.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025002842

Filing Summary: On March 11, 2025, Coherus BioSciences, Inc. held a Special Meeting of Stockholders regarding the proposed divestiture of its UDENYCA® franchise to Intas Pharmaceuticals Ltd. The transaction, governed by an Asset Purchase Agreement signed on December 2, 2024, required approval from the stockholders. A total of 72,579,487 shares were voted, out of which the majority approved the transaction, satisfying the requirement of 57,945,094 votes in favor. The vote breakdown showed 70,989,067 shares in favor, 968,989 against, and 621,431 abstentions. This marks a significant move for the company as it shifts its strategic focus.

Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025002117

Filing Summary: On March 4, 2025, Coherus BioSciences, Inc. filed a Form 8-K to provide updates relating to its proposed sale of the UDENYCA (pegfilgrastim-cbqv) franchise to Intas Pharmaceuticals Ltd. This filing supplements a definitive proxy statement previously filed on January 28, 2025, for a special meeting of stockholders scheduled for March 11, 2025, where the stockholders will vote on the approval of the sale, the Asset Purchase Agreement dated December 2, 2024, and related transactions. The Company has received demand letters and lawsuits from stockholders alleging that the proxy statement lacks adequate disclosures, although the Company disputes these claims. To mitigate potential delays and expenses, Coherus is making voluntary disclosures in this report, despite denying the necessity for such disclosures. The document includes additional details about the background of the transaction, financial analyses, and forecasts associated with the UDENYCA business valuation, indicating potential ranges for implied firm value from $205 million to $1,060 million. This report also reflects efforts by J.P. Morgan as a financial advisor, detailing comparisons with similar businesses and past transactions.

Form Type: DEFA14A

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025002119

Filing Summary: Coherus BioSciences, Inc. filed a definitive proxy statement related to a special meeting of stockholders scheduled for March 11, 2025, to approve the sale of its UDENYCA franchise to Intas Pharmaceuticals Ltd. This acquisition includes approving the Asset Purchase Agreement dated December 2, 2024. The Company has faced demand letters and four legal complaints regarding this transaction, alleging deficiencies in the proxy disclosures. Although Coherus contests these claims, additional disclosures have been voluntarily provided to mitigate delay risks. Financial advisor J.P. Morgan conducted analyses comparing UDENYCA's business with similar public entities and recommended an implied value range of $205 million to $1,060 million based on projected revenues. For fiscal year 2025, UDENYCA is expected to generate revenues of $186 million with estimated unlevered free cash flows expected to reach $51 million in the same year.

Form Type: DEFM14A

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925006774

Filing Summary: Coherus BioSciences, Inc. is convening a Special Meeting of stockholders on March 11, 2025, to vote on the approval of an Asset Purchase Agreement with Intas Pharmaceuticals Ltd. for the divestment of its UDENYCA franchise, including an agreed payment of $483.4 million in cash by Intas. This transaction is part of a broader strategy to optimize Coherus's immunotherapy pipeline. Stockholders will also consider secondary matters at the meeting. The Proxy Statement outlines that voting materials are sent to stockholders and emphasizes the importance of participation. The Asset Sale Proposal requires a majority vote, and stockholders of record as of January 27, 2025, will be eligible to vote. The board recommends approval of the transaction, highlighting its fairness and benefit to stockholders.

Form Type: DEFA14A

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925003176

Filing Summary: Coherus BioSciences, Inc. is proposing a transaction to sell its UDENYCA franchise to Intas Pharmaceuticals Ltd. This strategic move is aimed to strengthen Coherus' balance sheet and fund its pipeline, with an expectation to close the deal in Q1 2025. The divestiture is projected to generate up to $483 million in upfront cash proceeds, which will be used to fully repay a $230 million convertible term loan and to buy out $49 million in royalty obligations related to UDENYCA. The company emphasizes the importance of this transaction as part of its transformation towards focusing on innovative oncology, specifically in combination therapies such as PD-1 inhibitors. Investors and security holders are encouraged to carefully review the detailed proxy statement related to this transaction once it is filed with the SEC, as it will provide crucial information regarding the proposed deal and its implications for the company. There are forward-looking statements regarding expected performance and transaction completion risks, indicating potential timelines and uncertainties.

Form Type: PREM14A

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925003440

Filing Summary: Coherus BioSciences, Inc. is holding a Special Meeting of stockholders to seek approval for a significant transaction involving the sale of its UDENYCA franchise to Intas Pharmaceuticals Ltd. As outlined in the Asset Purchase Agreement signed on December 2, 2024, Intas will pay approximately $483.4 million for the UDENYCA Business, inclusive of product inventory worth $118.4 million. The agreement also allows for potential additional earnout payments of $37.5 million each based on Net Sales thresholds post-transaction. The Special Meeting will address the Asset Sale Proposal and any related business. The vote is crucial as non-participation will count against the proposal. Stockholders are encouraged to vote through the provided channels. A majority vote is required to approve the transaction, which the Board recommends as fair and in the best interest of stockholders. The document serves as a proxy statement to inform stockholders of their rights and the implications of the transaction.