INCLINE VILLAGE, Nev.,
May 5, 2020 /PRNewswire/ -- PDL
BioPharma, Inc. ("PDL" or "the Company") (Nasdaq: PDLI) announces
that the Company's Board of Directors has approved a distribution
of all of the Company's 13,333,334 shares of common stock of Evofem
Biosciences, Inc. ("Evofem") (Nasdaq: EVFM) via a special one-time
dividend to PDL stockholders.
"In consultation with our financial advisors, we have concluded
that a stock distribution is the most effective way to maximize the
transfer of value to our shareholders from our ownership in
Evofem," said Dominique Monnet,
president and CEO of PDL. "We explored a number of alternatives,
including the sale of our Evofem shares via a private sale or a
secondary offering, and believe that in the current environment a
stock distribution is in the best interest of our
shareholders. This distribution will enable PDL shareholders
to make their own investment decisions regarding the Evofem shares
they receive through this distribution. This dividend
represents the first tangible transfer of asset value directly to
our shareholders under our Plan of Liquidation."
Subject to certain conditions, the Evofem shares will be
distributed on May 21, 2020 (the
"distribution date") to PDL shareholders of record as of the close
of business on May 15, 2020 (the
"record date"). The distribution will take place in the form
of a pro rata common stock dividend of shares of Evofem to each PDL
stockholder of record on the record date. As of May 5, 2020, PDL had 116,346,762 shares of common
stock, par value $0.01 per share,
outstanding. Based on this number, PDL estimates that PDL
stockholders will receive approximately 0.115 shares of Evofem
common stock for each share of PDL common stock held as of the
close of business on the record date. The final distribution
ratio will be determined based on the number of PDL common shares
outstanding on the record date. None of the distributed
Evofem shares will be subject to any lockup period for PDL
stockholders.
Evofem's lead product candidate,
Phexxi™ (L-lactic acid, citric acid, potassium
bitartrate) Vaginal Gel 1.8%/1%/0.4%, is currently under review by
the U.S. Food and Drug Administration (FDA) for the prevention of
pregnancy and has been assigned a Prescription Drug User Fee Act
(PDUFA) goal date of May 25, 2020. Evofem has announced
it is in discussions with the FDA regarding the proposed label for
Phexxi™. Evofem has also announced its intent to issue
financial results for the first quarter of 2020 and to provide a
business update on May 6, 2020.
Details for this conference call are available at
https://evofem.investorroom.com/events.
No fractional shares of Evofem common stock will be
distributed. Instead, PDL stockholders will receive cash in
lieu of any fraction of a share of Evofem common stock that they
otherwise would have received. PDL stockholders should
consult their tax advisors with respect to U.S. federal, state,
local and non-U.S. tax consequences of the distribution. The
Company intends to continue to pursue potential paths to monetize
its Evofem warrants to purchase up to 3,333,334 shares of Evofem
common stock.
Further Information Regarding the Distribution
No vote or action is required by PDL stockholders in order to
receive the distribution of shares of Evofem common stock.
The distribution is subject to certain customary conditions, which
conditions PDL expects to be satisfied on or prior to the
distribution date. The Evofem common stock provided in the
distribution will be in book-entry form. PDL stockholders who
hold their shares through brokers or other nominees will have their
shares of Evofem common stock credited to their accounts by their
nominees or brokers. PDL stockholders will not be required to
pay cash or other consideration for the shares of Evofem common
stock to be distributed to them, or surrender or exchange their
shares of PDL common stock to receive the distribution. PDL
plans to send an information statement regarding this distribution
to its stockholders of record following the record date.
Conference Call and Webcast
PDL will hold a conference call to discuss financial results and
provide a business update during the upcoming quarterly earnings
update on May 7, 2020. Details
for the conference call will be available in the Investor Relations
section of https://www.pdl.com/.
To access the live and subsequently archived webcast of the
conference call, go to the Investor Relations section of
https://www.pdl.com/ and select "Events &
Presentations."
About PDL BioPharma, Inc.
Throughout its history, PDL's mission has been to improve the
lives of patients by aiding in the successful development of
innovative therapeutics and healthcare technologies. PDL
BioPharma was founded in 1986 as Protein Design Labs, Inc. when it
pioneered the humanization of monoclonal antibodies, enabling the
discovery of a new generation of targeted treatments that have had
a profound impact on patients living with different cancers as well
as a variety of other debilitating diseases. In 2006, the Company
changed its name to PDL BioPharma, Inc.
As of December 2019, PDL ceased
making additional strategic transactions and investments and is
pursuing a formal process to unlock the value of its portfolio by
monetizing its assets and ultimately distributing net proceeds to
stockholders in the form of cash or equity.
For more information please visit https://www.pdl.com/
NOTE: PDL, PDL BioPharma, the PDL logo and associated
logos and the PDL BioPharma logo are trademarks or registered
trademarks of, and are proprietary to, PDL BioPharma, Inc. which
reserves all rights therein.
About Evofem Biosciences, Inc.
Evofem Biosciences, Inc., (NASDAQ: EVFM) is a clinical-stage
biopharmaceutical company committed to developing and
commercializing innovative products to address unmet needs in
women's sexual and reproductive health. Evofem Biosciences aims to
advance the lives of women by developing innovative solutions, such
as woman-controlled contraception and potential protection from
certain sexually transmitted infections (STIs). The Company's lead
product candidate, Phexxi™, is currently being reviewed by the U.S.
Food and Drug Administration for prevention of pregnancy. The
investigational candidate EVO100 is being evaluated for prevention
of urogenital transmission of both Chlamydia
trachomatis infection (chlamydia) and Neisseria
gonorrhoeae infection (gonorrhea) in women. For more
information regarding Evofem, please visit www.evofem.com.
Phexxi™ and Multipurpose Vaginal pH Regulator (MVP-R™) are
trademarks of Evofem Biosciences, Inc.
Forward-looking Statements
This press release 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, including as it relates to the Company's proposed Evofem
stock distribution and plan of liquidation. Each of these
forward-looking statements involves risks and uncertainties.
Actual results may differ materially from those, express or
implied, in these forward-looking statements. Important factors
that could impair the value of the Company's assets and business,
including the implementation or success of the Company's
monetization strategy/plan of complete liquidation, are disclosed
in the risk factors contained in the Company's Annual Report on
Form 10-K, filed with the Securities and Exchange Commission (the
"SEC") on March 11, 2020, and
subsequent filings. All forward-looking statements are
expressly qualified in their entirety by such factors. We do not
undertake any duty to update any forward-looking statement except
as required by law.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/pdl-biopharma-declares-dividend-of-evofem-biosciences-common-stock-to-pdl-stockholders-301053321.html
SOURCE PDL BioPharma, Inc.