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PDL BioPharma to Sell Noden Pharmaceutical Business for USD 48.25m in Cash
Friday 31 July 2020

US-based holding company PDL BioPharma, Inc. (NASDAQ: PDLI) has signed a definitive agreement for the sale of 100% of the outstanding stock in its wholly owned subsidiaries Noden Pharma DAC and Noden USA to Stanley Capital, the company said.

The total value of the transaction will result in payments to PDL of up to USD 48.25m in cash.

After taking into account the expected adjustments for transaction expenses, indebtedness and working capital, payments to PDL are expected to be approximately USD 12m in connection with the closing of the transaction.

The agreement provides for an additional USD 33m to be paid to PDL in twelve equal quarterly installments from January 2021 to October 2023.

The agreement also provides PDL with the potential for two additional contingent payments totaling USD 3.25m.

Together with their advisors, Torreya and SVB Leerink, PDL's board of directors and management team evaluated a number of potential transactions to maximize shareholder value for Noden.

Torreya was retained by PDL to explore potential strategic transactions and assist in the disposition of Noden, while SVB Leerink has been engaged by PDL to advise on overall liquidation and distribution strategies.

PDL believes the transaction with Stanley Capital represents the greatest total value and certainty of completion.

The transaction is expected to close in August 2020 and is subject to certain customary closing conditions.

Noden Pharma DAC is a global specialty pharmaceutical company that is focused on acquiring prescription medicines across a range of therapeutic areas.

Noden Pharma DAC holds exclusive worldwide rights to manufacture, market and sell Tekturna and Tekturna HCT (or Rasilez and Rasilez HTC outside of the United States), which contain aliskiren, a direct renin inhibitor, for the treatment of hypertension.

In March 2019, Noden announced the U.S commercial launch of an authorized generic form of Tekturna, aliskiren hemifumarate 150 mg and 300 mg tablets with the same drug formulation as Tekturna. Noden Pharma DAC is headquartered in Dublin, Ireland and Noden Pharma USA Inc. is incorporated in Delaware.

Stanley Capital is a private equity partnership pursing repeatable relative value and thematic investment strategies in technology, healthcare, and sustainability, targeting businesses with Enterprise Values of USD 250m to USD 2.5bn.

PDL BioPharma was founded in 1986 as Protein Design Labs, Inc. when it pioneered the humanisation 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.
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Date Published: 31/07/2020

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