sch13da1.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SzfuPHsY4GZmLubKM4OvxvFvqom5rPYChR64IxEMDCPl9o71E6gdUWnG9XUoIQvd lhr8UQAVu6Au1gBnssBITw== 0001341004-08-000047.txt : 20080108 0001341004-08-000047.hdr.sgml : 20080108 20080108123846 ACCESSION NUMBER: 0001341004-08-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 GROUP MEMBERS: GALENICA CANADA LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aspreva Pharmaceuticals CORP CENTRAL INDEX KEY: 0001314026 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980435540 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80606 FILM NUMBER: 08517223 BUSINESS ADDRESS: STREET 1: 1203-4464 MARKHAM STREET CITY: VICTORIA STATE: A1 ZIP: V8Z 7X8 BUSINESS PHONE: (250) 744-2488 MAIL ADDRESS: STREET 1: 1203-4464 MARKHAM STREET CITY: VICTORIA STATE: A1 ZIP: V8Z 7X8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Galenica AG CENTRAL INDEX KEY: 0001416422 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UNTERMATTWEG 8 CITY: BERNE STATE: V8 ZIP: CH-3027 BUSINESS PHONE: 41 58 852 81 11 MAIL ADDRESS: STREET 1: UNTERMATTWEG 8 CITY: BERNE STATE: V8 ZIP: CH-3027 SC 13D/A 1 sch13da1.htm AMENDMENT NO. 1 sch13da1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

ASPREVA PHARMACEUTICALS CORPORATION

__________________________________________________________________________________

(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE

__________________________________________________________________________________

(Title of Class of Securities)

04538T 10 9

________________________________________________________________________________

(CUSIP Number)

Rolf Henzi

General Counsel

Galenica AG

Untermattweg 8

3027 Berne, Switzerland

+41 58 852 81 11

______________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 3, 2008

_________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

1.	Names of Reporting Persons. Galenica AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) BK
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Switzerland
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 1
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 100%
14.	Type of Reporting Person (See Instructions) CO

1.	Names of Reporting Persons. Galenica Canada Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization British Columbia, Canada
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) N/A
14.	Type of Reporting Person (See Instructions) CO

This Amendment No. 1 (this "Amendment") to Schedule 13D with respect to the common stock of Aspreva Pharmaceuticals Corporation, a corporation existing under the laws of the Province of British Columbia, Canada (the "Issuer"), is being filed on behalf of the Reporting Persons to amend the Schedule 13D originally filed by the Reporting Persons on October 29, 2007 (the "Schedule 13D"). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety to read as follows:

The Combination Agreement described in Item 4 of this Amendment was entered into by and among Galenica AG ("Galenica"), Galenica Canada Ltd., a wholly owned subsidiary of Galenica ("Galenica Canada"), and the Issuer. The plan of arrangement (the "Plan of Arrangement") contemplated by the Combination Agreement was consummated on January 3, 2008. Pursuant to the Combination Agreement, at the effective time of the Plan of Arrangement, each then-outstanding share of Common Stock was converted into the right to receive an amount in cash equal to US$26.00 per share, and each then-outstanding option to acquire shares of Common Stock was converted into the right to receive, with respect to each share of Common Stock underlying such option, a cash payment equal to the excess, if any, of US$26.00 per share over the exercise price payable under such option. The aggregate consideration paid pursuant to the Plan of Arrangement and the Combination Agreement was approximately US$943,213,794.76 and was financed by term and revolving credit facilities of US$950,000,000 and CHF150,000,000 from certain lenders pursuant to a facility agreement dated as of October 31, 2007 among Galenica AG and Galenica Canada as original borrowers, Galenica AG, Galenica Canada and Galenica Finance Limited as the original guarantors, The Royal Bank of Scotland plc as mandated lead arranger, The Royal Bank of Scotland plc as the original lender, and The Royal Bank of Scotland plc as agent of the arranger and any additional lenders.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to add the following in the appropriate places, as follows:

(a)−(b) On October 17, 2007, Galenica Canada, Galenica and the Issuer entered into a Combination Agreement (the "Combination Agreement"), pursuant to which, and upon the terms and subject to the conditions thereof, Galenica Canada agreed to acquire all of the outstanding shares of Common Stock of the Issuer for US$26.00 per share in cash (the "Acquisition"). In addition, pursuant to the Combination Agreement, Galenica Canada agreed to pay each holder of an outstanding option to acquire shares of Common Stock of the Issuer, with respect to each share of Common Stock of the Issuer underlying such options, a cash payment equal to the excess, if any, of US$26.00 per share over the exercise price payable under such option. On January 3, 2008, the Plan of Arrangement contemplated by the Combination Agreement was consummated, and on such date, the Issuer issued a press release announcing the consummation of the Plan of Arrangement. A copy of the press release is filed herewith as Exhibit 4 and is incorporated herein by reference. A copy of the Combination Agreement was included as Exhibit 2 to the Schedule 13D filed by the Reporting Persons on October 29, 2007. The description of the Combination Agreement contained herein is qualified in its entirety by reference to such Exhibit 2, which is incorporated herein by reference. Promptly after consummation of the Plan of Arrangement, Galenica Canada and the Issuer were amalgamated together (the "Amalgamation") into a new entity named Galenica Canada Ltd. (such amalgamated entity, "New Galenica Canada").

(d) As a result of the consummation of the Plan of Arrangement and the Amalgamation, the directors and officers of Galenica Canada became Fritz Hirsbrunner, Philippe Weigerstorfer, Noel Hall, and Jorg Kneubuhler

(e) As a result of the consummation of the Plan of Arrangement and the Amalgamation, effective January 3, 2008, the number of shares of Common Stock that New Galenica Canada is authorized to issue is unlimited.

(g) As a result of the consummation of the Plan of Arrangement and the Amalgamation, the Notice of Articles and Articles of Galenica Canada became the Notice of Articles and Articles of New Galenica Canada.

(h) As a result of the consummation of the Plan of Arrangement, the Common Stock was delisted from, and is no longer quoted on, the Nasdaq Global Select Market as of January 3, 2008 and the Toronto Stock Exchange as of January 7, 2008.

(i) As a result of the consummation of the Plan of Arrangement, the Common Stock is now eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and such termination is expected to occur shortly.

Item 5. Interest in Securities of the Issuer.

(a) Galenica has acquired and, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, it beneficially owns 1 share of Common Stock of New Galenica Canada, representing all of the outstanding Common Stock of New Galenica Canada (the "Shares").

(b) Galenica has the sole power to vote and to dispose of 100% of the Shares.

(c) As a result of the consummation of the Plan of Arrangement and the Amalgamation, Galenica now beneficially owns all of the Shares.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description
4	Press release, dated as of January 3, 2008, issued by Aspreva Pharmaceuticals Corporation.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth herein is true, complete and correct.

Dated: January 8, 2008

	GALENICA CANADA LTD.


	By:	/s/ Fritz Hirsbrunner
	Name:	Fritz Hirsbrunner
	Title:	President

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth herein is true, complete and correct.

Dated: January 8, 2008

	GALENICA AG


	By:	/s/ Fritz Hirsbrunner
	Name:	Fritz Hirsbrunner
	Title:	Chief Financial Officer

EX-99 2 ex4.htm EXHIBIT 4 ex4.htm

Exhibit 4

ASPREVA’S PLAN OF ARRANGEMENT WITH GALENICA COMPLETED

Victoria, B.C., Canada; January 3, 2008 - Aspreva Pharmaceuticals Corporation (NASDAQ: ASPV; TSX: ASV) today announced the completion of the plan of arrangement with Galenica Group (SWX: GALN), pursuant to which Galenica, through a wholly-owned Canadian subsidiary, acquired all outstanding shares of Aspreva for US$26.00 per share in cash.

With the completion of the plan of arrangement, Aspreva will delist its shares from the NASDAQ on January 3, 2008 and the Toronto Stock Exchange on January 7, 2008.

Further details regarding the terms of the transaction are set out in Aspreva’s management information circular dated November 15, 2007, which was filed by Aspreva on the Canadian SEDAR website at www.sedar.com and on the United States Securities and Exchange Commission’s website at www.sec.gov.

Financial and Legal Advisors

Lazard Frères & Co. LLP and Lehman Brothers Inc. have acted as financial advisors to Aspreva with respect to the plan of arrangement. Aspreva’s legal advisors are Farris, Vaughan, Wills & Murphy LLP, McCarthy Tétrault LLP and Cooley Godward Kronish LLP.

UBS Investment Bank acted as financial advisor to Galenica for the plan of arrangement. Merrill Lynch International provided Galenica a second opinion about the transaction. Galenica’s legal advisors are Kellerhals Hess; Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP.

About Galenica

Galenica is a diversified group active throughout the healthcare market which, among other things, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical services and access to databases and sets up networks. The Galenica Group enjoys a leading position in all its areas of activity – pharmaceutical manufacturing, pre-wholesaling, distribution, healthcare information and retailing. A large part of Galenica’s income is generated by international operations. For more information please visit www.galenica.com

About Aspreva

Aspreva is a global pharmaceutical company focused on identifying, developing, and, upon approval, commercializing evidence-based medicines for patients living with less common diseases. Aspreva common stock is traded on the NASDAQ Global Select Market under the trading symbol ASPV and on the Toronto Stock Exchange under the trading symbol ASV. Learn more about the company at www.aspreva.com

For Further Information please contact:

Sage J. Baker

Vice President, IR & Corporate Communications

Aspreva Pharmaceuticals

+1 250-708-4270

sbaker@aspreva.com

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable securities laws in Canada (collectively, “forward-looking statements”). The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this news release include, but are not limited to, statements about the delisting of Aspreva’s shares from the NASDAQ and TSX.

With respect to the forward-looking statements contained in this news release, Aspreva has made numerous assumptions regarding, among other things: Aspreva’s ability to protect its intellectual property rights and to not infringe on the intellectual property rights of others; and Aspreva’s ability to comply with applicable governmental regulations and standards. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement. Actual results or events could differ materially from the plans, intentions, expectations, and assumptions expressed or implied in any forward-looking statements as a result of numerous risks, uncertainties and other factors, including those relating to: the possibility of Aspreva not being able to de-list from the NASDAQ or TSX on a timely basis.

For a more thorough discussion of the risks associated with Aspreva’s business, see the “Risk Factors” section in Aspreva’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, filed with the U.S. Securities and Exchange Commission at www.sec.gov and with securities regulatory authorities in Canada at www.sedar.com. Although we have attempted to identify important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements, there may be other factors that cause actual results or events to differ from those expressed or implied in the forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Aspreva undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.

-----END PRIVACY-ENHANCED MESSAGE-----