Item 1.01. Entry into a Material Definitive Agreement.
The description of the material definitive agreement between Genpharm International, Inc. (“Genpharm”), a wholly-owned subsidiary of Medarex, Inc. (“Medarex”) and Goldman Sachs International (“Goldman Sachs”) is described below in Item 2.01 which is hereby incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 16, 2007, Genpharm entered into a placing agreement with Goldman Sachs pursuant to which Goldman Sachs agreed to procure purchasers for, or purchase itself, 2,578,500 shares (the “Shares”) of Genmab A/S, a publicly traded company on the Copenhagen Stock Exchange (“Genmab”), held by Genpharm as of such date (the “Placing Agreement”).
Pursuant to the terms of the Placing Agreement with Goldman Sachs, the minimum purchase price per Share was 330 DKK (Danish kroner) (the “Minimum Price”). On the date of the Placing Agreement, Goldman Sachs notified Genpharm that it had received offers to purchase all of the Shares at a purchase price per Share of 340 DKK from Goldman Sachs and a variety of institutional investors based in Europe. The sale of the Shares settled on February 21, 2007. The aggregate purchase price paid to Genpharm was an amount equal to the number of Shares multiplied by the aggregate of (i) the Minimum Price per Share and (ii) 75% of the amount by which the offer price per Share exceeded the Minimum Price per Share. The aggregate purchase price received by Genpharm was approximately $152 million (USD), net of applicable transfer taxes, stamp taxes and other duties owed on the sale. As a result of the sale of Shares, Genpharm’s holding in Genmab was reduced to approximately 10.8% of the total issued share capital of Genmab.
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