INCLINE VILLAGE, Nev.,
Sept. 10, 2020 /PRNewswire/
-- PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI)
announced that its Board of Directors has approved the separation
of LENSAR, Inc. ("LENSAR"), a majority owned subsidiary of PDL,
from PDL in the form of a dividend involving the distribution of
all outstanding shares of LENSAR common stock owned by PDL to
holders of PDL common stock. Under the terms of the
distribution:
- LENSAR common stock is expected to be distributed on
October 1, 2020 to PDL stockholders
of record as of 5:00 p.m. Eastern
Time on September 22, 2020,
the record date for the distribution.
- PDL stockholders will receive 0.075879 shares of LENSAR common
stock for every one share of PDL common stock held by such holders
(after giving effect to a one-for-nine reverse split of LENSAR's
common stock effected on September 9,
2020).
"The decision by the PDL Board of Directors to spin off LENSAR
is the result of the comprehensive strategic process conducted in
partnership with our financial advisors at SVB Leerink," commented
Dominique Monnet, PDL's President
and Chief Executive Officer. "We are excited about LENSAR's
growth potential as an innovation leader in cataract surgery and
its opportunities as a well-capitalized, publicly traded
company."
"PDL has been an incredibly supportive parent to LENSAR at a
critical time during the execution of our growth strategy," said
Nicholas T. Curtis, LENSAR's Chief
Executive Officer. "We believe the decision to fund
the development of our GEN2 device ALLY™ will prove to have
long-term impact on the way cataract surgery is thought of and
performed globally. We are excited to move forward and take
the company to the next level as an independent company with the
aspiration of becoming the technology leader in both the premium
and conventional cataract surgery markets."
Immediately after the distribution is completed, LENSAR will be
an independent, publicly traded company, and "regular-way" trading
of LENSAR's common stock will begin the first trading day after the
completion of the distribution. The LENSAR stock is expected to be
listed on the Nasdaq Capital Market ("Nasdaq") under the symbol
"LNSR."
SVB Leerink is serving as financial advisor to PDL in connection
with the spin-off of LENSAR.
Distribution of LENSAR Shares to PDL Stockholders
As stated above, PDL stockholders of record as of 5:00 p.m., Eastern time on September 22, 2020 (the "record date") will be
entitled to receive 0.075879 shares of LENSAR common stock for
every one share of PDL common stock held by such holders.
No action is required by PDL stockholders to receive the shares
of LENSAR common stock in the distribution. PDL stockholders
will not be required to pay for the LENSAR shares or to surrender
any shares of PDL stock. The distribution will be made in
book-entry form.
Fractional shares of LENSAR common stock will not be
distributed. Fractional shares of LENSAR common stock that
would otherwise be distributed to PDL stockholders will be
aggregated and sold in the public market by the transfer agent.
The aggregate net proceeds of these sales will be distributed
ratably as cash payments to the stockholders who would otherwise
have received fractional interests. PDL stockholders should
consult their tax advisors with respect to U.S. federal, state,
local and non-U.S. tax consequences of the distribution.
Trading of PDL and LENSAR Common Stock
There is currently no market for LENSAR's common stock.
LENSAR expects its common stock to begin trading on a
"when-issued" basis shortly before the September 22, 2020 record date under the ticker
"[LNSRV]." "When-issued" trading of LENSAR common stock will
continue until the distribution occurs. LENSAR "when-issued" trades
will settle after the distribution date with newly issued shares of
LENSAR.
Beginning shortly before the September
22, 2020 record date and continuing through the distribution
date, it is expected that there will be two ways to trade PDL
common stock – either with or without the right to receive shares
of LENSAR common stock in the distribution. Stockholders who
sell their shares of PDL common stock in the "regular-way" market
(that is, the normal trading market on the Nasdaq Stock Market LLC
under the symbol "PDLI") after the record date and on or prior to
the distribution date will be selling their right to receive shares
of LENSAR common stock in connection with the distribution.
It is anticipated that stockholders may also trade their
shares of PDL common stock ex-distribution (that is, without the
right to receive the shares of LENSAR common stock in the
distribution) during that period under the symbol "[PDLIV]."
Investors are encouraged to consult with their financial
advisers regarding the specific implications of buying or selling
PDL or LENSAR common stock prior to the distribution date.
The completion of the distribution is subject to the
satisfaction or waiver of a number of conditions, including, among
the others described in the Information Statement included in the
Form 10 filed by LENSAR, the declaration by the SEC of the
effectiveness of the Form 10, the LENSAR common stock being
accepted for listing on the Nasdaq exchange and final approval by
the PDL Board of Directors that the distribution remains in the
best interest of PDL and its stockholders and that the distribution
is still advisable.
Conference Call and Webcast
Dominique Monnet, PDL's President
and CEO, and Nick Curtis, LENSAR's
CEO, will hold a joint conference call to discuss this announcement
and provide a business update on LENSAR at 4:30 p.m. Eastern time today, Thursday, September 10, 2020. Slides to
accompany the conference call will be available in the Investor
Relations section of https://www.pdl.com/.
To access the live conference call via phone, please dial
866-777-2509 from the United
States or 412-317-5413 internationally. The conference
ID is 10147821. A telephone replay will be available for one
week beginning approximately one hour after the completion of the
call and can be accessed by dialing 877-344-7529 from the U.S.,
855-669-9658 from Canada or
412-317-0088 internationally. The replay passcode is
10147821.
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 LENSAR, Inc.
LENSAR, Inc. is a global leader in next generation femtosecond
cataract laser technology for refractive cataract surgery.
The LENSAR Laser System with Streamline IV offers cataract surgeons
automation and customization options for their astigmatism
treatment planning and other essential steps of the refractive
cataract surgery procedure with the highest levels of precision,
accuracy, and efficiency. These features assist surgeons in
managing astigmatism treatments and optimizing overall visual
outcomes. The LENSAR Laser System has been cleared by the U.S. Food
and Drug Administration for anterior capsulotomy, lens
fragmentation, and corneal and arcuate incisions. For other
indications, it is an investigational device limited by U.S. law to
investigational use only.
LENSAR is developing its next-generation system ALLY™, which is
expected to broaden the addressable market to include all cataract
procedures. ALLY will integrate in a single, compact mobile
workstation an enhanced femtosecond laser and a well-known,
high-performance technology phacoemulsification system, providing
surgeons with the ability to switch seamlessly between the two
technologies. LENSAR's intellectual property secures a
premier technology position for developing and commercializing this
disruptive technology.
For more information please
visit https://www.lensar.com/
NOTE: LENSAR, the LENSAR logo, the LENSAR Cataract Laser
with Augmented Reality logo, Streamline, IntelliAxis, and
IntelliAxis Refractive Capsulorhexis are registered trademarks and
Intelligent Incisions, and Augmented Reality are trademarks of
LENSAR, Inc.
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.
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 plan of
liquidation and the expected terms and timing of the proposed
spin-off of LENSAR. 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 and Quarterly Report on Form
10-Q, filed with the SEC on March 11,
2020 and August 10, 2020,
respectively, and subsequent filings, and in the Information
Statement included in the Form 10 filed by LENSAR. All
forward-looking statements are expressly qualified in their
entirety by such factors. The Company does not undertake any
duty to update any forward-looking statement except as required by
law.
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SOURCE PDL BioPharma, Inc.