8-K 1 b414427_8k.htm FORM 8-K Prepared and filed by St Ives Financial

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2006

Savient Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)
     
Delaware 0-15313 13-3033811



(State or Other Juris-
diction of Incorporation
(Commission
File Number)
(IRS Employer
Identification No.)
   
One Tower Center, 14th Floor
East Brunswick, New Jersey
08816


(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (732) 418-9300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 1.01 Entry into a Material Definitive Agreement

     See Item 2.01, which is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

     On August 4, 2006, Savient Pharmaceuticals, Inc. (“Savient”) completed the sale of its oral liquid pharmaceuticals business (the “Rosemont Business”) for a purchase price of $176,000,000 in cash pursuant to a Purchase and Sale Agreement dated as of the same date (the “Purchase Agreement”), among Savient and Savient Pharma Holdings, Inc., a wholly owned subsidiary of Savient (the “Seller”), on the one hand, and INGLEBY (1705) Limited, on the other hand (the “Buyer”). The transactions contemplated by the Purchase Agreement are referred to as the “Rosemont Sale.” The Buyer is a company formed by Close Brothers Private Equity LLP for the purpose of consummating the Rosemont Sale.

     Rosemont Pharmaceuticals Limited (“Rosemont”) is a wholly owned subsidiary of Acacia Biopharma Limited (“Acacia”), which is a wholly owned subsidiary of the Seller. Under the Purchase Agreement, the Buyer purchased all of the issued share capital of Acacia and the following assets: (i) patents and patent applications relating to tamoxifen citrate and simvastatin, (ii) trademarks and trademark applications relating to Rosemont and Soltamox™, (iii) the new drug application and the investigational new drug application filed with the U.S. Food and Drug Administration for Soltamox™, (iv) the Seller’s rights under agreements with Cytogen relating to Soltamox and (v) Savient’s rights relating to confidentiality and non-solicitation of Rosemont’s employees under confidentiality agreements with prospective buyers of the Rosemont Business. The Buyer would assume all the liabilities and obligations of the Savient Companies pursuant to or arising out of the agreements described in items (iv) and (v).

     Under the Purchase Agreement, Savient has guaranteed the performance by the Seller of all of its obligations.

     Under the Purchase Agreement, the Seller is obligated to indemnify the Buyer for any breach of representation or warranty of the Seller or Savient and any failure of the Seller or Savient to perform any covenant. There are no contractual limitations on these indemnification obligations arising out of breaches of covenants or breaches of the representations and warranties relating to corporate organization, qualification and power, capitalization, authority and the validity of the Seller’s title to the assets being acquired by the Buyer. The Seller’s indemnification obligations relating to breaches of representations and warranties other than those listed in the preceding sentence are subject to the following limitations:

Time Period for Claims. The representations and warranties survive until March 31, 2008, except that the tax representations would survive until the expiration of the applicable statute of limitations.
   
Deductible. The Seller is liable for the portion of damages from indemnification claims relating to breaches of representations and warranties only to the extent the aggregate liability exceeds $1.0 million.
   
Maximum Liability. The maximum aggregate liability of the Seller for all damages from indemnification claims relating to breaches of representations and warranties is $52.8 million.

     The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the actual agreement, which is filed as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR

SAVIENT PHARMACEUTICALS, INC.

     The unaudited pro forma consolidated financial information shown below is based on audited and unaudited historical financial statements of Savient. The unaudited pro forma financial information presented reflects the estimated pro forma effect of the Rosemont Sale.

     The unaudited pro forma consolidated statements are as follows:

An unaudited pro forma consolidated balance sheet as of June 30, 2006, giving effect to the disposition as if it occurred on June 30, 2006.
   
An unaudited pro forma consolidated statement of operations for the six months ended June 30, 2006, giving effect to the disposition as if it occurred on January 1, 2006.
   
An unaudited pro forma consolidated statement of operations for the three months ended June 30, 2006, giving effect to the disposition as if it occurred on January 1, 2006.
   
An unaudited pro forma consolidated statement of operations for the year ended December 31, 2005, giving effect to the disposition as if it occurred on January 1, 2005.

     The unaudited pro forma consolidated financial statements include specific assumptions and adjustments related to the Rosemont Sale. These pro forma adjustments have been made to illustrate the anticipated financial effect of the Rosemont Sale. The adjustments are based upon available information and assumptions that Savient believes are reasonable as of the date of this filing. However, actual adjustments may differ materially from the information presented. Some decisions regarding the use of sale proceeds have not yet been made. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated financial statements. These pro forma consolidated statements of operation do not include the anticipated net gain on disposition of $46.7 million. The pro forma financial statements, including notes thereto, should be read in conjunction with the historical financial statements of Savient included in our Annual Report on Form 10-K for the year ended December 31, 2005, and the unaudited financial statements filed in our Quarterly Report on Form 10-Q as of June 30, 2006 and for the three and six months ended June 30, 2006.

           The unaudited pro forma consolidated financial information presented herein is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Rosemont Sale been completed as of the dates presented. The information is not representative of future results of operations or financial position.

 


Savient Pharmaceuticals, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
(In thousands, except share data)
As of June 30, 2006
(Unaudited)

  As Reported
June 30, 2006
  Business
Disposition (a)
  Pro Forma
Adjustments
  Pro Forma
June 30, 2006
   
   

 

 

     

   
ASSETS          
  Current Assets:          
 
Cash and cash equivalents

$

89,362   $   $ 176,000   (b)   $ 262,989    
                  (2,373 ) (c)          
 
Short-term investments
150         150    
 
Accounts receivable, net
11,948    (5,919 )   6,029    
 
Notes receivable
630       630    
 
Inventories, net
8,677     (2,951 )           5,726    
 
Prepaid expenses and other current assets
5,117     (711 )   1,590   (d)     5,996    
   

 

 

     

   
 
Total current assets
115,884     (9,581 )   175,217         281,520    
   

 

 

     

   
  Property and equipment, net 7,147     (5,795 )           1,352    
  Goodwill 40,121     (40,121 )              
  Other intangibles, net 65,613     (65,613 )              
  Other assets (including restricted cash of $1,280) 3,522                 3,522    
   

 

 

     

   
                                 
 
Total assets
$ 232,287   $ (121,110 ) $ 175,217       $ 286,394    
   

 

 

     

   
LIABILITIES AND STOCKHOLDERS EQUITY                            
  Current Liabilities:                            
 
Accounts payable
$ 6,695   $ (3,716 ) $ 32,497   (e)     35,476    
 
Other current liabilities
13,202     (3,394 )   2,688   (f)     12,496    
 
Deferred revenues
1,973         (1,973 ) (g)        
   

 

 

     

   
 
Total current liabilities
21,870     (7,110 )   33,212         47,972    
   

 

 

     

   
  Deferred income taxes 19,728     (19,728 )              
   

 

 

     

   
  Commitments and contingencies                    
  Stockholders’ Equity:                            
 
Preferred stock – $.01 par value; 4,000,000 shares authorized; no shares issued
                   
 
Common stock – $.01 par value; 150,000,000 shares authorized; 61,754,000 shares issued and outstanding
617                 617    
 
Additional paid in capital
222,346                 222,346    
 
Accumulated deficit
(34,299 )   (92,160 )   140,986   (h)     15,546    
                1,019   (i)          
 
Accumulated other comprehensive income
  2,025     (2,112 )           (87 )  
   

 

 

     

   
 
Total stockholders’ equity
190,689     (94,272 )   142,005         238,422    
   

 

 

     

   
 
Total liabilities and stockholders’ equity
$ 232,287   $ (121,110 ) $ 175,217       $ 286,394    
   

 

 

     

   

 


Savient Pharmaceuticals, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Consolidated Balance Sheet

  a) Reflects the balance sheet of the disposed oral liquid pharmaceutical business as of June 30, 2006, excluding cash and cash equivalents.
     
  b) Reflects cash proceeds of $176,000,000 received at the closing of the sale of the oral liquid pharmaceutical business.
     
  c) Cash amounting to $2,373,000 was retained by the disposed entity to cover certain costs including working capital adjustments, outstanding checks, retention bonuses, insurance expenses and taxes.
     
  d) Tax refund due from U.K. taxing authorities.
     
  e) Estimated tax due related to the oral liquid pharmaceutical business disposition.
     
  f) Estimated disposition expenses incurred after June 30, 2006 related to the sale of the oral liquid pharmaceutical business.
     
  g) The Company had previously deferred an upfront licensing fee related to Soltamox. At the closing of the sale of the oral liquid pharmaceutical business, all revenue previously deferred attributable to the Soltamox license will be recognized and included in the gain on sale of the oral liquid pharmaceutical business since the Soltamox license was included as part of the oral liquid pharmaceutical business disposition.
     
  h) Cumulative impact of pro forma adjustments which result in a pro forma net gain on the sale of the oral liquid pharmaceutical business of approximately $46.7 million.
     
  i) Disposition expenses incurred through June 30, 2006 related to the sale of the oral liquid pharmaceutical business. These expenses will be reclassified to be included in the gain on sale of the oral liquid pharmaceutical business.

 


Savient Pharmaceuticals, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(In thousands, except per share data)
For the Six Months Ended June 30, 2006
(Unaudited)

As Reported Business
Disposition (a)
Pro Forma
Adjusted
 


 

 

   
Revenues:  
Product sales, net
$ 42,807 $ (19,544 ) $ 23,263  
Other revenues
100   100  


 

 

   
 
42,907 (19,544 ) 23,363  


 

 

   
Expenses:  
Research and development
8,805 (1,353 ) 7,452  
Selling and marketing
8,408 (3,439 ) 4,969  
General and administrative
16,184 (1,192 ) 14,992  
Cost of sales
8,871 (6,652 ) 2,219  
Amortization of intangibles
2,025  (2,025 )  
Commission and royalties
5   5  


 

 

   
  44,298 (14,661 ) 29,637  


 

 

   
Operating loss (1,391 ) (4,883 ) (6,274 )  
Investment income
  2,063     (257 )   1,806    
Other income, net
8,297 8,297  


 

 

   
Income before income taxes 8,969   (5,140 ) 3,829    
Income tax expense
1,749 (1,631 ) 118  


 

 

   
Net income $ 7,220   $ (3,509 ) $ 3,711    


 

 

   
Basic earnings per common share $ 0.12   $ 0.06    


       

   
Diluted earnings per common share $ 0.12   $ 0.06    


       

   
 
Weighted average number of common and common
equivalent shares:
 
Basic
61,286 61,286  
Diluted
62,216 62,216  

 


Savient Pharmaceuticals, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Statement of Operations

  a) Reflects the elimination of operating results of the oral liquids pharmaceutical business for the six months ended June 30, 2006, excluding intercompany corporate charges of $1,476,000 and intercompany interest expense of $1,815,000.

 

 

 

 


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Savient Pharmaceuticals, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(In thousands, except per share data)
For the Three Months Ended June 30, 2006
(Unaudited)

As Reported   Business
Disposition (a)
Pro Forma
Adjusted
 


 

 

   
Revenues:    
Product sales, net
$ 23,901   $ (10,141 ) $ 13,760  
Other revenues
100     100  


 

 

   
 
24,001   (10,141 ) 13,860  


 

 

   
Expenses:    
Research and development
4,818   (652 ) 4,166  
Selling and marketing
3,752   (1,616 ) 2,136  
General and administrative
7,474   (663 ) 6,811  
Cost of sales
5,016   (3,655 ) 1,361  
Amortization of intangibles
1,012   (1,012 )  
Commission and royalties
4     4  


 

 

   
 
22,076   (7,598 ) 14,478  


 

 

   
Operating income (loss) 1,925   (2,543 ) (618 )  
Investment income
  1,040     (123 )   917    
Other income, net
465   465  


 

 

   
Income before income taxes 3,430   (2,666 ) 764    
Income tax expense
188   (173 ) 15  


 

 

   
Net income $ 3,242   $ (2,493 ) $ 749    


 

 

   
Basic earnings per common share $ 0.05   $ 0.01    


       

   
Diluted earnings per common share $ 0.05   $ 0.01    


       

   
Weighted average number of common and common
equivalent shares:
   
Basic
61,358   61,358  
Diluted
62,456   62,456  

 


Savient Pharmaceuticals, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Statement of Operations

  a) Reflects the elimination of operating results of the oral liquids pharmaceutical business for the three months ended June 30, 2006, excluding intercompany corporate charges of $819,000 and intercompany interest expense of $926,000.

 

 

 

 


Savient Pharmaceuticals, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(In thousands, except per share data)
For the Year Ended December 31, 2005
(Unaudited)

As Reported Business
Disposition (a)
Pro Forma
Adjusted
   
 

 

 

   
Revenues:    
Product sales, net
$ 86,342 $ (38,299 ) $ 48,043    
Royalties
1,377   1,377    
Other revenues
75 75    
 

 

 

   
 
87,794 (38,299 ) 49,495    
 

 

 

   
Expenses:    
Research and development
19,583 (1,802 ) 17,781    
Selling and marketing
21,449 (6,675 ) 14,774    
General and administrative
26,002 (3,061 ) 22,941    
Cost of sales
17,319 (12,067 ) 5,252    
Amortization of intangibles
4,050 (4,050 )    
Commission and royalties
5,094   5,094    
 

 

 

   
 
93,497 (27,655 ) 65,842    
 

 

 

   
Operating loss (5,703 ) (10,644 ) (16,347 )  
Investment income (expense), net
  1,265     (201 )   1,064    
Other income, net
13,094   13,094    
 

 

 

   
Income (loss) before income taxes 8,656   (10,845 ) (2,189 )  
Income tax expense 2,629 (2,314 ) 315    
 

 

 

   
Net income (loss) from continuing operations $ 6,027   $ (8,531 ) $ (2,504 )  
 

 

 

   
Basic earnings (loss) per common share from continuing operations $ 0.10   $ (0.04 )  
 

       

   
Diluted earnings (loss) per common share from continuing operations $ 0.10   $ (0.04 )  
 

       

   
Weighted average number of common and common
equivalent shares:
   
Basic
60,837 60,837    
Diluted
61,356 61,356    

 


 

Savient Pharmaceuticals, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Statement of Operations

  a) Reflects the elimination of operating results of the oral liquids pharmaceutical business for the year ended December 31, 2005, excluding intercompany corporate charges of $3,340,000 and intercompany interest expense of $3,768,000.

 

 

 


 

     (c)      Exhibits

                      See Exhibit Index attached hereto.

 

 

 


 

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  SAVIENT PHARMACEUTICALS, INC.
     
Date: August 10, 2006 By: /s/ Philip K. Yachmetz
    Philip K. Yachmetz
Executive Vice President, Chief Business Officer
     
     

 

 

 


 

EXHIBIT INDEX

Exhibit No. Description
 
2.1 Purchase and Sale Agreement dated as of August 4, 2006, among Savient Pharmaceuticals, Inc. and Savient Pharma Holdings, Inc., on the one hand, and INGLEBY (1705) Limited, on the other hand*

* The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Savient will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request.