On October 31, 2019, BeiGene, Ltd. (the "Company") and Amgen Inc. ("Amgen") reported that it has entered into a share purchase agreement (the "Share Purchase Agreement") pursuant to which Amgen conditionally agreed to subscribe for, and the Company conditionally agreed to allot and issue to Amgen, 203,282,820 newly issued ordinary shares of the Company (the "Subscription Shares") at US$13.45 per ordinary share, which represented 20.5% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares at the time the Share Purchase Agreement was signed (Filing, 8-K, BeiGene, Oct 31, 2019, View Source [SID1234551994]). Since the date of the Share Purchase Agreement, the number of outstanding ordinary shares of the Company has increased as a result of the exercise of share options and/or the vesting of restricted share units under the Company’s equity incentive plans. On December 6, 2019, the Company and Amgen entered into an amendment (the "Amendment") to the Share Purchase Agreement to allow Amgen to subscribe for, and the Company to allot and issue to Amgen, additional ordinary shares ("Additional Subscription Shares") in an amount necessary to allow Amgen to hold 20.5% of the Company’s outstanding share capital as of a date four business days prior to the closing of the allotment and issue of the Subscription Shares. The Additional Subscription Shares shall not exceed five million (5,000,000) additional ordinary shares and will be issued pursuant to the same terms and conditions as the Subscription Shares.
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The offer and sale of the shares to be issued pursuant to the Amendment will be made in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving a public offering, and/or Regulation D under the Securities Act. All certificates evidencing the shares will bear a standard restrictive legend under the Securities Act.
The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which the Company intends to file as an exhibit to a subsequent periodic report or on an amendment to this Current Report on Form 8-K.