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Legend Biotech Announces Preliminary Results for First Half of 2020

On August 2, 2020 Legend Biotech (NASDAQ: LEGN) reported preliminary results for the first half of 2020 (Press release, Legend Biotech, AUG 2, 2020, View Source [SID1234562665]).

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For the six months ended June 30, 2020, Legend Biotech expects to record a loss from approximately US$89.0 million to US$103.0 million from continuous operations (before one-time charges, including commission fee for issuance of Series A convertible redeemable preferred shares ("Series A Preferred Shares"), changes of fair value of such Series A Preferred Shares, and listing expenses), including research and development expenses of approximately US$96.5 million to US$111.8 million.

In addition, Legend Biotech expects to report a one-time non-cash charge of approximately US$80.0 million caused by the changes of fair value of Series A Preferred Shares, which was derived from the automatic conversion of all outstanding Series A Preferred Shares (plus any dividends accrued but unpaid on the Series A Preferred Shares) into ordinary shares, par value $0.0001 per share, of Legend Biotech ("Ordinary Shares") upon Legend Biotech’s listing on the Nasdaq Global Market. The details of the automatic conversion of the Series A Preferred Shares into Ordinary Shares are described in Legend Biotech’s prospectus filed with the Securities and Exchange Commission on June 8, 2020. The changes in fair value led to an increase of share premium, which in essence, had no impact on the net assets of Legend Biotech and its subsidiaries.

As of June 30, 2020, Legend Biotech had approximately US$562.4 million of cash and cash equivalents and approximately US$75.6 million in time deposits.

The information contained in this press release is preliminary and is based on the latest estimated unaudited management accounts for the six month period ended June 30, 2020. Such information is not a comprehensive statement of Legend Biotech’s results for, and as of, this period, and are subject to the completion of management’s and Legend Biotech’s audit committee’s reviews and other financial closing processes and potential adjustments. Accordingly, Legend Biotech’s actual results for this period may differ materially from the preliminary estimated data presented in this press release. The information contained in this press release has not been, and is not based on information that has been, audited, or reviewed by Legend Biotech’s independent auditor.

This preliminary estimated data should not be considered a substitute for the interim financial results for the six months ended June 30, 2020, to be filed with the Securities and Exchange Commission (the "SEC") under cover of Form 6-K, which Legend Biotech expects to occur before the end of August 2020.

Varian Reports Results for Third Quarter of Fiscal Year 2020

On August 2, 2020 Varian (NYSE: VAR) reported its third quarter fiscal year 2020 results (Press release, Varian Medical Systems, AUG 2, 2020, View Source [SID1234562663]).

"I am proud of the team’s execution during the quarter, especially given the challenging operating backdrop created by the pandemic," said Dow Wilson, President and Chief Executive Officer of Varian. "Our continued investments in our strategic enablers, combined with our strong financial standing, position us well to exit the pandemic stronger, and extend our global leadership in oncology. In addition, we are pleased to announce a transaction with Siemens Healthineers – delivering immediate and compelling value to our shareholders, while bringing us even closer to realizing our transformative vision. Our innovative and patient-centric culture has enabled us to become an iconic leader in radiotherapy and multi-disciplinary cancer care, with a trusted global brand and strong customer loyalty. We are thrilled to partner with Siemens Healthineers to extend our renowned customer care, serving clinicians and patients from the very first stage in the fight against cancer."

Non-GAAP net earnings and non-GAAP net earnings per diluted share are defined as GAAP net earnings and GAAP net earnings per
diluted share adjusted to exclude the amortization of intangible assets and amortization of inventory step-up, acquisition and integration-
related expenses or benefits, impairment charges, restructuring charges, significant litigation charges or benefits, legal costs, gains and
losses on equity investments, and significant non-recurring tax expense or benefits. Reconciliation of GAAP and non-GAAP financial
measures can be found at the end of the press release.

The company ended the quarter with $769 million in cash and cash equivalents and $580 million in debt. Net cash provided by operating activities was $83 million.

Oncology Systems Segment
Oncology Systems revenues totaled $654 million, down 17%. Gross orders were $665 million, down 14%. Gross orders in the Americas were down 8%, including North America, which was down 6%. In EMEA, gross orders fell 32%. In Asia-Pacific, gross orders were up 4%.

Proton Solutions Segment
Proton Solutions revenues totaled $33 million, up 6%, primarily driven by continued growth in services revenues.

Other Segment
Revenues for the Other segment were $7 million. The Other segment is comprised of the Interventional Solutions business, including cryoablation, embolic microspheres, and microwave ablation. Additionally, it includes investments in cardiac radioablation.

Non-GAAP Adjustments
This quarter, our GAAP operating earnings and GAAP EPS included a $21 million gain on an equity investment that went public, a $14 million workforce restructuring charge and a $9 million impairment of our available-for-sale investments. As a reminder, in the third quarter of fiscal year 2019, GAAP net earnings and GAAP EPS included a $51 million goodwill impairment charge related to our Proton Solutions business and a $21 million charge associated with the write-off of in-process research and development acquired in the CyberHeart acquisition.

Cancellation of Conference Call
In light of the announced transaction with Siemens Healthineers, Varian has cancelled its third quarter fiscal year 2020 earnings conference call previously scheduled for 4:30 PM ET on August 5, 2020.

Varian to Combine with Siemens Healthineers in $16.4 Billion All-Cash Transaction

On August 2, 2020 Varian (NYSE: VAR) reported that it has entered into a definitive agreement to combine with Siemens Healthineers AG (Frankfurt: SHL) in an all-cash transaction valued at $16.4 billion on a fully diluted basis (Press release, Varian Medical Systems, AUG 2, 2020, View Source [SID1234562662]). Under the terms of the agreement, which has been unanimously approved by Varian’s Board of Directors, Siemens Healthineers will acquire all outstanding shares of Varian for $177.50 per share in cash, representing a premium of approximately 42% to the 30-day volume weighted average closing price of Varian’s common stock as of July 31, 2020, the last trading day prior to the announcement of the transaction, and a premium of approximately 24% to the closing price of Varian’s common stock on July 31, 2020.

The combination will create a multi-disciplinary global healthcare leader with the most comprehensive cancer care portfolio in the industry. The combined company will offer an integrated platform of end-to-end oncology solutions to address the entire continuum of cancer care, from screening and diagnosis to care delivery and post-treatment survivorship. By bringing together the highly complementary diagnostic tools, imaging, radiotherapy and AI capabilities across both companies, Varian and Siemens Healthineers will lead the digital transformation of oncology healthcare, enabling more efficient diagnosis, increased treatment quality and access, personalized precision cancer care, and improved outcomes for millions of patients worldwide.

"Today’s announcement represents an important milestone in our company’s history, and our Board is confident that this is the right path forward for Varian," said Dow Wilson, President and Chief Executive Officer of Varian. "In addition to delivering immediate and compelling value to our shareholders, the combination with Siemens Healthineers brings us even closer to realizing our transformative vision of a world without fear of cancer. Siemens Healthineers’ innovative leadership in detection and diagnosis will extend our ability to serve clinicians and patients from the very first stage in the fight against cancer. And, we will be positioned to transform care for a greater number of patients worldwide."

Wilson continued, "Varian’s innovative and patient-centric culture has enabled us to become an iconic leader in radiotherapy and multi-disciplinary cancer care, with a trusted global brand and strong customer loyalty. Siemens Healthineers values our talented and engaged employees and recognizes the strength of the Varian brand, our cutting-edge portfolio, and the relationships we’ve nurtured. We are thrilled to partner with them to extend our renowned customer care to reach more patients around the world. With Siemens Healthineers, we can accelerate our vision, meaningfully increase our patient care impact and broaden opportunities for our employees as part of a larger and more diversified organization."

Dr. Bernd Montag, CEO of Siemens Healthineers AG said, "With this combination of two leading companies we make two leaps in one step: A leap in the fight against cancer and a leap in our overall impact on healthcare. This decisive moment in the history of our companies means more hope and less uncertainty for patients, an even stronger partner for our customers, and for society more effective and efficient medical care. Together with Varian’s outstanding and passionate employees, we will shape the future of healthcare more than ever before."

The transaction is expected to close in the first half of calendar year 2021, subject to approval by Varian shareholders, receipt of regulatory approvals and other customary closing conditions.

Varian has established strong brand recognition, and expects to continue to operate under the Varian name as an independent company within Siemens Healthineers following the completion of the transaction.

Third Quarter Fiscal Year 2020 Financial Results

In a separate press release issued today, Varian announced financial results for its third quarter fiscal year 2020.

Advisors

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Varian and Wachtell, Lipton, Rosen & Katz is serving as legal counsel.

SomaGenics Awarded National Human Genome Research Institute Phase II SBIR Grant

On August 1, 2020 SomaGenics reported that it was awarded NIH grant, "Advanced Method for Preparing cell-free DNA Sequencing Libraries" to develop improved methods to study short cfDNA (especially ultrashort [<60nt]) fragments and their modifications which provide a more sensitive and accurate biological signal for the early detection of cancer and other diseases, according to Sergei Kazakov, VP Research and PI on the grant (Press release, SomaGenics, AUG 1, 2020, View Source [SID1234612315]). SomaGenics is pursuing this opportunity by developing its novel ss-cfDNA-Seq technology, HASL-freeTM-Seq (Hairpin Adapter Splint-assisted Ligation for range-extended Sequencing) for the sensitive and accurate detection of short and ultrashort ss-cfDNA.

SomaGenics expects the research to contribute to the understanding of the full spectrum of the cfDNA population in patient samples and will enable the identification of potential biomarkers of a novel class—ultra-short cfDNA fragments and their modifications—further supporting efforts to develop liquid biopsy technologies for comprehensive early cancer detection and treatment.

Curve Therapeutics Announces Investment from co-lead Epidarex Capital

On July 31, 2020 Curve Therapeutics (Curve) a private biotechnology company pioneering a potentially game-changing, functional drug discovery platform, reported an investment of £2.25 Mn from Epidarex Capital, a trans-Atlantic venture capital firm that invests in early-stage, high growth life science and health technology companies in emerging and under-ventured research hubs within the UK and US (Press release, Curve Therapeutics, JUL 31, 2020, View Source [SID1234640608]). Epidarex joins Advent Life Sciences as co-lead in Curve’s seed round.

Curve originated from world-leading Microcycle research conducted by Professor Tavassoli’s group in the Department of Chemistry at the University of Southampton, UK. The company is pioneering a game-changing, functional, drug discovery engine to generate higher quality functional hits and leads with the aim of discovering first-in-class therapeutics against challenging therapeutic targets.