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8-K From Dendron Shows Approval For Order Authorizing Sale Transaction To Valeant

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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").

On November 9, 2014, as previously disclosed, the Debtors and (i) certain holders representing approximately 47.8% and (ii) certain other holders representing approximately 35.9% of the outstanding principal amount of the Company's 2.875% Convertible Senior Notes due 2016 (the "2016 Notes") entered into two separate Plan Support Agreements (as amended and restated, the "PSAs"). Under the terms of the PSAs, the parties agreed to work to effectuate a restructuring of the Debtors' obligations pursuant to a stand-alone plan of reorganization in Chapter 11 under which holders of the 2016 Notes would receive new shares of common stock in the reorganized Company, subject to the outcome of the competitive process contemplated in the PSAs (the "Competitive Process"). On December 17, 2014, the Bankruptcy Court entered an order that, among other matters, established the bidding procedures (the "Bidding Procedures") proposed to be employed with respect to the Competitive Process and established the deadline for submitting Qualified Bids (as defined in the Bidding Procedures).

As previously disclosed, on February 19, 2015, the Debtors, Valeant Pharmaceuticals International, Inc. ("Valeant") and Drone Acquisition Sub Inc., a wholly-owned direct subsidiary of Valeant (the "Purchaser"), entered into a second amended and restated acquisition agreement (the "Acquisition Agreement") pursuant to which the Purchaser agreed to acquire substantially all of the assets and certain liabilities of the Debtors (the "Sale Transaction") for an aggregate purchase price of $495 million (which includes the purchase of $80 million in cash and the Debtors' assets related to their enteric coated D-3263 hydrochloride product candidate), of which $445.5 million is payable in cash at closing and $49.5 million is payable in common shares of Valeant to be issued to the Company on the date of effectiveness of a plan of liquidation or reorganization in the Chapter 11 Cases and subsequently distributed to creditors in accordance with such plan and the terms of the Acquisition Agreement.

On February 20, 2015, the Bankruptcy Court approved an order authorizing the Sale Transaction with the Purchaser pursuant to the Acquisition Agreement.

The closing of the Sale Transaction remains subject to a number of closing conditions, including the absence of a governmental order or other legal prohibition related to the transaction; the accuracy of representations and warranties of the parties, subject to certain qualifications; and material compliance with the obligations set forth in the Acquisition Agreement.

 

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