ADC Therapeutics Announces Pricing of Public Offering

On September 23, 2020 ADC Therapeutics SA (NYSE:ADCT), a late clinical-stage oncology-focused biotechnology company pioneering the development and commercialization of highly potent and targeted antibody drug conjugates for patients with hematological malignancies and solid tumors, reported the pricing of an upsized public offering of 6,000,000 shares of its common shares at a price of $34.00 per share (Press release, ADC Therapeutics, SEP 23, 2020, View Source [SID1234565534]). The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by ADC Therapeutics, are expected to be approximately $204 million. The offering is expected to close on September 28, 2020, subject to customary closing conditions. In addition, certain existing shareholders have granted the underwriters a 30-day option to purchase up to 900,000 additional common shares. ADC Therapeutics will not receive any proceeds from the sale of such shares by the selling shareholders.

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Morgan Stanley, BofA Securities and Cowen are acting as joint book-running managers for the offering. RBC Capital Markets is acting as co-manager for the offering.

The offering is being made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained, when available, from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by email at [email protected]; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at [email protected]; or Cowen and Company, LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (833) 297-2926 or by email at [email protected].

A registration statement relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. There is no intention or permission to publicly offer, solicit, sell or advertise, directly or indirectly, any securities of ADC Therapeutics SA, such as the common shares, in or into Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and these securities will not be listed or admitted to trading on the SIX Swiss Exchange or on any other regulated trading venue (exchange or multilateral trading facility) in Switzerland. Neither this document nor any other offering or marketing material relating to these securities, such as the common shares, constitutes or will constitute a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the common shares constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the common shares may be publicly distributed or otherwise made publicly available in Switzerland.

DLA Piper advises MEDNAX in its US$885 million sale of MEDNAX Radiology Solutions to Radiology Partners

On September 23, 2020 DLA Piper represented MEDNAX, Inc., the national health solutions partner and leading provider of maternal-fetal, newborn and pediatric subspecialty care, in the sale of MEDNAX Radiology Solutions to Radiology Partners, a leading physician-led and physician-owned radiology practice, for US$885 million (Press release, DLA Piper (US), SEP 23, 2020, View Source [SID1234565198]).

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Founded in 2015, MEDNAX Radiology Solutions is an integrated provider of seamless on-the-ground and in-the-cloud radiology services, delivering scale and value to hospitals, clinics, imaging centers and referring physicians through a combination of highly innovative physician groups and vRad, the nation’s leading teleradiology organization.

"We were pleased to advise our long-time client MEDNAX in its sale of MEDNAX Radiology Solutions. Our extensive experience advising healthcare clients on strategic M&A initiatives and our long-term relationship with MEDNAX were important assets in our handling of this transaction," said Joshua Samek, the DLA Piper partner who led the firm’s deal team. "We appreciate the opportunity to work with the entire MEDNAX team as they support the company’s mission of taking great care of the patient, every day and in every way."

In addition to Samek (Miami), the DLA Piper team representing MEDNAX included partners Russell Sass (Miami), Brian Gordon, Jamie Konn (both of Atlanta), Rita Patel, Jennifer Kashatus (both of Washington, DC), Jordan Bailowitz (Baltimore), Jamie Knox, Paolo Morante (both of New York), Randy Peak (Dallas) and Nathaniel McKitterick (Silicon Valley); of counsel Sanjay Beri (Northern Virginia) and Nia Brown (Washington, DC); senior attorney Michelle Winbush (Baltimore); associates Julia Zaft, Summer Galitz, Adriana Valldejuly (all of Miami), James Rusert, Alvin Johnson, Julie Franki (all of Atlanta), Mary Claire Blythe (Baltimore), Michael Goldstein (Short Hills), Jessica Wright (New York) and Tiffany Nguyen (Northern Virginia); and attorneys Renae Flowers (Austin) and Virginia Lewey (Chicago).

The transaction is expected to close in the fourth quarter of 2020 subject to customary closing conditions, including regulatory review.

With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex cross-border transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for ten consecutive years, according to Mergermarket.

The firm’s global Healthcare sector consists of a multidisciplinary legal team with niche experience in health-related business and legal issues. The team regularly works with corporations and financial institutions, private investors, private equity groups, venture capital funds, institutional investors and portfolio companies in all types of healthcare transactions.

Entry into a Material Definitive Agreement

On September 23, 2020, Gilead Sciences, Inc. (the "Company") reported that it entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 thereto, relating to the issuance and sale by the Company of (a) $500,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2021 (the "2021 Floating Rate Notes"), (b) $500,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2023 (the "2023 Floating Rate Notes"), (c) $2,000,000,000 aggregate principal amount of the Company’s 0.750% Senior Notes due 2023 (the "2023 Fixed Rate Notes"), (d) $750,000,000 aggregate principal amount of the Company’s 1.200% Senior Notes due 2027 (the "2027 Fixed Rate Notes"), (e) $1,000,000,000 aggregate principal amount of the Company’s 1.650% Senior Notes due 2030 (the "2030 Fixed Rate Notes"), (f) $1,000,000,000 aggregate principal amount of the Company’s 2.600% Senior Notes due 2040 (the "2040 Fixed Rate Notes"), and (g) $1,500,000,000 aggregate principal amount of the Company’s 2.800% Senior Notes due 2050 (the "2050 Fixed Rate Notes" and, together with the 2021 Floating Rate Notes, the 2023 Floating Rate Notes, the 2023 Fixed Rate Notes, the 2027 Fixed Rate Notes, the 2030 Fixed Rate Notes and the 2040 Fixed Rate Notes, the "Notes") (Filing, 8-K, Gilead Sciences, SEP 23, 2020, View Source [SID1234567732]).

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Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In particular, affiliates of certain of the underwriters for this offering are also lenders under the Company’s existing revolving credit facility and serve in various agency or other capacities under such facilities. In addition, affiliates of certain of the underwriters for this offering may become lenders under a new term loan facility that we may enter into to provide a portion of the financing in connection with the previously announced acquisition of Immunomedics, Inc. and may serve in various agency or other capacities under such facility.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Company or its affiliates. If any of the underwriters or their affiliates have a lending relationship with the Company, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to the Company consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company’s securities, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

ImmVira Announces US$10 million Strategic Series B Plus Financing with SIIC Capital

On September 23, 2020 ImmVira Group Company, a biotechnology company focused on the development of new generation oncolytic viruses as potential cancer therapeutics reported signing of US$10 million Series B Plus strategic financing (Press release, Immvira, SEP 23, 2020, View Source [SID1234565535]). This round of financing will be exclusively funded by Shanghai Healthcare Capital ("SHC"), managed by SIIC Capital, where Shanghai Pharma is one of the founding strategic cornerstone LPs.

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In August 2020, ImmVira and Shanghai Pharma announced a clinical collaboration and exclusive license agreement for ImmVira’s MVR-T3011 intratumoral oncolytic virus program for the commercialization of novel immunotherapies to treat solid malignant tumors.

"We warmly welcome SHC to be our strategic investor," said Grace Zhou, Chairman and CEO of ImmVira. "This investment further deepens our collaboration in the MVR-T3011 intratumoral program and highlights the commitment from the parties to the program’s commercial success. An investment from one of the country’s leading integrated pharma and healthcare fund is also a promising validation to the approach of using genetically modified oncolytic virus as an effective remedy to treat cancer."

"ImmVira is a leader in providing best-in-class oncolytic virotherapy treatments for patients in need. We are pleased with the progress on the MVR-T3011 intratumoral program and now also take an important stake as a shareholder," said David Liu, CEO of SHC. "In-line with our dedication to promote the bio-pharmaceutical industry in China, we look forward to making strategic investment with best-in-class innovators like ImmVira and would like to expand our portfolio to include more rising life science companies like ImmVira."

Bio-Techne Announces Publication Of ExoDx Prostate Test Study In Patients With Prior Negative Prostate Biopsy

On September 23, 2020 Bio-Techne Corporation (NASDAQ:TECH) reported an important publication in BMC Urology, entitled A urine-based Exosomal gene expression test stratifies risk of high-grade prostate Cancer in men with prior negative prostate biopsy undergoing repeat biopsy (available here) (Press release, Bio-Techne, SEP 23, 2020, View Source [SID1234565509]). Principal investigator Dr. James McKiernan, Professor of Urology at Columbia University, and colleagues demonstrated that using the ExoDx Prostate test, or EPI, resulted in good performance ruling out high-grade (Gleason 7 or higher) prostate cancer (HGPCa) in prior negative biopsy patients with the previously validated 15.6 cut point that was developed on an initial biopsy cohort. The EPI test yielded a negative predictive value (NPV) of 92% independent of other clinical features and would have avoided 27% of unnecessary prostate biopsies in men while missing only five patients with HGPCa (2.1%).

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Initial prostate biopsy often fails to identify prostate cancer, resulting in patient anxiety especially when clinical features such as prostate specific antigen (PSA) remain elevated, and leading to the need for repeat biopsies. For example, in the landmark PROMIS trial study, results showed that a 12-core TRUS-biopsy failed to correctly identify high-grade prostate cancer (Gleason 7 and higher) 37% of the time when cancer was present. These concerns drive many men to undergo repeat biopsy. In fact, the Surveillance, Epidemiology, and End Results (SEER) data indicates that ~12% of men with a prior negative biopsy have a repeat biopsy within 1 year and 44% of men younger than 70 years old have a repeat biopsy.

The EPI test was previously validated in patients presenting for an initial biopsy, and previous data demonstrated that EPI would benefit men with a prior negative biopsy. This study confirms that the ExoDx Prostate test performs exceptionally well in a cohort of men with prior negative biopsies.

Prostate cancer (PCa) is a leading cause of cancer death among men in the United States, with more than 3.6 million men living with prostate cancer. It is estimated that 174,650 newly diagnosed cases occurred in 2019. Prostate needle biopsies are typically recommended for men with elevated serum PSA levels and/or a suspicious digital rectal exam (DRE) with added considerations based on family history, age, and race. The anxiety, pain, and potential complications associated with prostate biopsy are well documented. Furthermore, a large percentage of newly diagnosed prostate cancers are indolent, clinically insignificant, and with low metastatic potential. These cancers typically do not require definitive treatment and may be managed most effectively with Active Surveillance (AS). The low specificity of PSA which contributes to the high frequency of newly-diagnosed low-risk PCa suggests that 60–70% of men may be able to avoid biopsy.

Dr. Johan Skog, Chief Scientific Officer for Exosome Diagnostics, stated, "This study builds upon the results of the original validation study evaluating men considering initial biopsy. Here we further demonstrated the clinical benefit for men with a prior negative biopsy to utilize the EPI test. A score below the validated cut-point of 15.6 indicates lower risk for finding high-grade prostate cancer on biopsy, with an NPV of 92% indicating a biopsy can be avoided with a high degree of confidence."

"This study has especially important implications for men who have had a prior negative biopsy but where clinical factors suggest a repeat biopsy may be necessary," commented Chuck Kummeth, President and Chief Executive Officer of Bio-Techne Corporation. "The ExoDx Prostate test use in the prior negative biopsy population can increase confidence in both the patient and the physician to determine if an additional biopsy is warranted or if it can be safely deferred. The ExoDx Prostate Test provides the information necessary for men to make more informed decisions about initial or repeat biopsies."