M&A - FIBROGEN INC
Form Type: 8-K
Filing Date: 2025-03-28
Corporate Action: Merger
Type: Update
Accession Number: 000095017025046948
Filing Summary: On March 28, 2025, FibroGen, Inc. entered into Amendment No.1 to the First Amended and Restated Evaluation Agreement and Amendment No.1 to the First Amended and Restated Option Agreement and Plan of Merger with Fortis Therapeutics, Inc. These amendments modify the option exercise deadline under the agreements to December 31, 2027. The original agreements were initially dated May 5, 2023, and were amended and restated on June 6, 2024. The details of these amendments will be included in FibroGen's Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.
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Additional details:
Option Exercise Deadline: 2027-12-31
Original Agreement Date: 2023-05-05
Amendment Restated Date: 2024-06-06
Form Type: 424B5
Filing Date: 2025-02-24
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525033535
Filing Summary: On February 20, 2025, FibroGen Inc. entered into a share purchase agreement with AstraZeneca Treasury Limited for the sale of FibroGen International (Hong Kong) Ltd. for approximately $160 million. The agreement comprises $85 million in cash for the enterprise value of the company and an additional amount reflecting cash held in China by FibroGen International, approximately $75 million. The transaction, which is subject to customary closing conditions and regulatory approval, is expected to close by mid-2025. Following the sale, AstraZeneca will acquire all rights to roxadustat in Greater China, while FibroGen retains rights in other regions. The deal will allow FibroGen to repay its term loan facility with Morgan Stanley Tactical Value upon closing. The prospectus supplement outlines the offering of common stock of up to $30 million to finance working capital and other corporate purposes, including the growth of clinical programs and potential acquisitions.
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Additional details:
Sales Agreement Date: 2025-02-24
Offering Amount: 30,000,000
Last Sale Price: 0.7724
Closing Estimation: mid-2025
Purchase Price: 160,000,000
Cash In Hand: 75,000,000
Rights Assignments: all rights to roxadustat in China, Hong Kong, and Macao
Form Type: 8-K
Filing Date: 2025-02-20
Corporate Action: Acquisition
Type: New
Accession Number: 000095017025023729
Filing Summary: On February 19, 2025, FibroGen, Inc. entered into a Share Purchase Agreement with AstraZeneca Treasury Limited to sell all equity interests of FibroGen International (Hong Kong) Ltd. for approximately $160 million, of which $85 million is for enterprise value and an anticipated $75 million for net cash held by the company. The transaction is subject to regulatory approval and expected to close by mid-2025. Upon closing, AstraZeneca will acquire rights to the drug roxadustat in China, Hong Kong, and Macao, while FibroGen retains rights in the US and other regions. The agreement includes customary representations, warranties, and a transitional services agreement for support services for 12 months post-closing. Furthermore, it's disclosed that Christine L. Chung, Senior VP of China Operations, will cease employment upon the sale. The company announced preliminary cash estimates of $121.1 million as of December 31, 2024, although this information is unaudited and could require adjustments.
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Additional details:
Date Of Agreement: 2025-02-19
Amount Paid: 160000000
Cash For Enterprise Value: 85000000
Anticipated Cash In China: 75000000
Closing Expectation: mid-2025
Shareholder Rights Acquired: roxadustat
Rights Retained: roxadustat in US, Canada, Mexico, and other markets
Severance Benefits: Christine L. Chung will receive benefits according to severance agreement
Preliminary Cash Estimate: 121100000
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