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Form 8-K Shows Dendreon Debtors Determined Not To Select Stalking Horse Bid


As previously announced, on November 10, 2014, Dendreon Corporation (the “Company”) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

At a hearing held on December 17, 2014, as previously disclosed, the Bankruptcy Court entered an order (the “Bidding Procedures Order”) that, among other matters, established the bidding procedures (the “Bidding Procedures”) proposed to be employed with respect to the Competitive Process (as defined in the motion to approve the Bidding Procedures), (ii) established procedures for the Debtors to enter into a stalking horse agreement in connection with the Competitive Process, (iii) established procedures relating to the assumption and assignment of certain executory contracts and unexpired leases, including notice of proposed cure amounts and (iv) set a date for the proposed auction (the “Auction”) for the sale of all or substantially all of the Debtors' non-cash assets (the “Sale Transaction”) and scheduled the hearing (the “Sale Hearing”) to approve the Sale Transaction.

The Debtors had until December 29, 2014 to select a Qualified Bid of a Qualified Bidder (each as defined in the Bidding Procedures) to be a stalking horse bid and finalize a purchase agreement with such stalking horse bidder. The Debtors have determined not to select a stalking horse bid. The Debtors have had active participation in the Competitive Process by a number of bidders and look forward to holding an Auction in connection with a Sale Transaction. In accordance with the Bidding Procedures, the Debtors will file a Notice of Filing of Proposed Acquisition Agreement with the Bankruptcy Court on December 30, 2014, which will be available upon filing (i) at; and (ii) through PACER on the Bankruptcy Court's website, (registration required), and on file with the Clerk of the Bankruptcy Court, Third Floor, 824 Market Street, Wilmington, Delaware 19801. Pursuant to the Bidding Procedures, each bid for the Debtors' non-cash assets must be based upon the acquisition agreement attached to such notice.

Pursuant to the Bidding Procedures Order, Qualified Bids must be received in writing on or before January 27, 2015 at 5:00 p.m. (prevailing Eastern Time) or such earlier date as may be agreed to in accordance with terms of the Bidding Procedures. The Auction is scheduled for February 3, 2015, and the Sale Hearing is scheduled for February 5, 2015.

Cautionary Statements Regarding the Chapter 11 Cases

The Company's securityholders are cautioned that trading in the Company's securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company's Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. The Bankruptcy Court has entered an order that places limitations on trading in the Company's common stock, including options and certain other rights to acquire common stock, and certain instruments convertible into common stock, during the pendency of the bankruptcy proceedings.

A plan of reorganization or liquidation will likely result in holders of the Company's capital stock receiving no distribution on account of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company's equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. The stand-alone plan of reorganization provided for under the Amended and Restated Plan Support Agreements entered into by the Debtors and certain holders of the Company's 2.875% Convertible Senior Notes due 2016 contemplates no recovery for the Company's equity securityholders.


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