联拓生物计划关闭,从纳斯达克退市

ORR高达100%!这个命途坎坷的CAR-T疗法终于迎来了天亮……

前言:

2024年2月13日,知名biotech公司联拓生物(LianBio)宣布公司董事会已经完成战略审查(Strategic review),决定开始有计划地分步缩减业务,包括出售剩余的管线资产,公司从纳斯达克退市,逐步停止进行中的临床试验,同时决定发放4.8美元/股的特别股息,金额总计~5.28亿美元。
这是一个具有标志性意义的行业大事件。

联拓生物简介

联拓生物(LianBio)由美国生物医药投资基金Perceptive Advisors孵化的生物科技公司,最早成立于2019年。2021年11月1日,联拓生物成功在美国纳斯达克IPO上市,股票代码为“ LIAN”。
联拓生物是一家跨国Biotech,其使命是为中国和亚洲患者带来颠覆性药物, 改变本地区缺少创新药物的历史状况。通过与全球高度创新的生物制药公司合作,联拓生物正在推进其多样化的临床候选药物产品管线,有可能推动心血管、肿瘤、眼科、炎症疾病和呼吸系统不同适应症的新治疗标准。联拓生物正在建立国际化的基础设施,从而将公司定位为首选的合作对象,并为合作伙伴提供进入中国和其他亚洲市场的平台。
以下为联拓生物公告原文:

联拓生物计划关闭,从纳斯达克退市

LianBio Announces Completion of Strategic Review
LianBio to commence the wind down of its operations, including sale of remaining assets and reduction in force, delisting from Nasdaq and issuance of special cash dividend
SHANGHAI, China and PRINCETON, N.J., Feb. 13, 2024 (GLOBE NEWSWIRE) — LianBio (Nasdaq: LIAN) (“LianBio” or the “Company”), a biotechnology company dedicated to bringing innovative medicines to patients in China and other major Asian markets, today announced that the Company’s Board of Directors (the “Board”) had completed its comprehensive strategic review of the Company and determined to initiate the wind down of its operations, including the sale of remaining pipeline assets, the delisting of its American Depositary Shares (“ADSs”), each representing the right to receive one ordinary share, from the Nasdaq Global Market (“Nasdaq”) and deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and workforce reductions. The Company currently anticipates a substantial portion of the wind down activities, including fulfillment of transition service obligations under its existing agreements and gradual cessation of currently active clinical trials, will be completed by the end of 2024. In parallel with the wind down of operations, the Board has declared a special cash dividend in the amount of $4.80 per ordinary share, including ordinary shares represented by ADSs, for an aggregate cash dividend amount of approximately $528 million.
“In October 2023, the Board of Directors initiated a comprehensive strategic review of the Company, including numerous options for the future of the Company, as our commitment to represent the best interests of LianBio and shareholders,” said Konstantin Poukalov, Founder and Executive Chairman of LianBio’s Board. “Following the shift in focus away from mavacamten commercialization and the licensing of rights to NBTXR3 to Janssen, the Board unanimously decided that winding down operations is the way to realize maximum shareholder value in the current biotech market.”
In accordance with the strategic review, the following actions will be taken:
Wind Down and Workforce Reduction
LianBio will begin to wind down operations immediately and intends to pursue the sale of its remaining pipeline assets as part of the wind down process. To the extent such sales are successful, the Company expects to distribute any profits from the sales to its then-current shareholders in a subsequent distribution before the final dissolution of the Company. However, there is no guarantee that any shareholder’s original investment, or any material amount, will be recovered.
With reduced operations, the Company expects to reduce its workforce by over 50 full-time employees, or approximately 50% of the Company’s current employee base, in the first quarter of 2024. Additional workforce reductions will occur over the course of 2024 following the transition of assets to partners and the fulfillment of the Company’s transition services obligations. The Company will maintain a core group of employees necessary to implement an orderly wind down of the Company and support its efforts to maximize the value of the Company’s remaining business and assets.
LianBio expects that the full wind down of operations, including the sale of remaining assets or termination of licenses, as well as the termination of employees necessary to complete an orderly wind down, will be substantially complete by the end of 2024, with the complete dissolution expected to occur during the first half of 2027. The Company expects to meet its ongoing operational costs through funds retained after the special dividend.
Nasdaq Delisting and SEC Deregistration
On February 13, 2024, the Company, pursuant to an authorization by the Board, provided notice to Nasdaq that it intends to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about March 8, 2024 to effect the voluntary delisting of the Company’s ADSs from Nasdaq and to deregister the ADSs under Section 12(b) of the Exchange Act. As a result, the Company currently expects that the last day of trading on Nasdaq will be on or about March 18, 2024, when Form 25 takes effect. Ninety days thereafter, the deregistration of the Company’s ADSs under Section 12(b) of the Exchange Act is expected to become effective. Following the delisting of the Company’s ADSs from Nasdaq, the Company intends to file a Form 15 with the SEC certifying that it has fewer than 300 shareholders of record, upon which the Company’s filing obligations under the Exchange Act will immediately be suspended, including the obligations to file all periodic reports.
Following the delisting, any trading in the Company’s ADSs would only occur in privately negotiated sales and potentially on an over-the-counter market. The Company expects that its ADSs will be quoted on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for its ADSs. There is no guarantee, however, that a broker will continue to make a market in the ADSs and that trading of the ADSs will continue on an OTC market or otherwise.
The Board believes that the decision to delist the ADSs from the Nasdaq and deregister and suspend its reporting obligations under the Exchange Act is in the best interests of the Company and the holders of its ordinary shares and ADSs. As the Company undertakes steps to wind down operations and return value to the shareholders through its asset sales, out-licensing efforts and the payment of dividends, the Board has determined that the burdens associated with operating as a registered public company outweigh any advantages to the Company and its holders of ordinary shares and ADSs. The Board’s decision was based on careful review of numerous factors, including the potential for curbing the significant costs associated with preparing and filing periodic reports with the SEC and the legal, audit and other expenses associated with being a reporting company, as well as the substantial costs and demands on management’s time under the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards.
Authorization of Special Cash Dividend
The Board has declared a special cash dividend of $4.80 per ordinary share, including ordinary shares represented by ADSs, for an aggregate cash dividend amount of approximately $528 million. The special dividend is payable to holders of record of the Company’s ordinary shares and ADSs as of the close of business on February 27, 2024. The Company expects to pay the dividend to its holders of record of ordinary shares on or about March 11, 2024. Citibank, the Depositary of the ADSs (the “Depositary”), will coordinate payment of the dividend to the holders of record of the Company’s ADSs, net of applicable Depositary fees of US$0.05 per ADS held and applicable taxes, and expects to pay the dividend on March 14, 2024. The ex-dividend date for the ADSs for the special dividend will be the first trading day following the payment date. Holders of record of ADSs on the record date who sell their ADSs prior to the ex-dividend date will not receive the special dividend.
In connection with the special cash dividend, the Depositary will close the books to ADS issuances and ADS cancellations at the close of business in New York City on February 20, 2024. The Depositary will re-open the books for ADS cancellations at the close of business in New York City on March 18, 2024. The applicable Depositary fees will apply for all ADS issuances and ADS cancellations.
LianBio stockholders are urged to consult their respective tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences to them, in light of their particular investment or tax circumstances, of the receipt of the special dividend.
About LianBio
LianBio is a cross-border biotechnology company on a mission to bring transformative medicines to historically underserved patients in China and other Asian markets. For more information, please visit www.lianbio.com.

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