0000947871-16-001675.txt : 20161115 0000947871-16-001675.hdr.sgml : 20161115 20161115071539 ACCESSION NUMBER: 0000947871-16-001675 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161115 DATE AS OF CHANGE: 20161115 GROUP MEMBERS: DRAGON ALPHA LP GROUP MEMBERS: LANCHU LIU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCICLONE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000880771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943116852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43408 FILM NUMBER: 161997817 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 BUSINESS PHONE: 650-358-3456 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 900 CITY: FOSTER CITY STATE: CA ZIP: 94404-2125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jade Park Investments Ltd CENTRAL INDEX KEY: 0001667315 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4F HARBOUR PLACE, 103 SOUTH CHURCH ST STREET 2: POST OFFICE BOX 10240 CITY: GRAND CAYMAN STATE: E9 ZIP: KYI-1002 BUSINESS PHONE: 86.10.6410.5322 MAIL ADDRESS: STREET 1: 4F HARBOUR PLACE, 103 SOUTH CHURCH ST STREET 2: POST OFFICE BOX 10240 CITY: GRAND CAYMAN STATE: E9 ZIP: KYI-1002 SC 13D/A 1 ss19351_sc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
 
SCICLONE PHARMACEUTICALS, INC. 
(Name of Issuer)

Common Stock, par value US$0.001 per share
 (Title of Class of Securities)
 
80862K104
(CUSIP Number)

Mr. Lanchu Liu
C203, Lufthansa Building, No. 50 Liangmaqiao,
Beijing, 100125, People’s Republic of China
Phone: +86 10 6410-5343
  (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
With a copy to

Paul Strecker, Esq.
Shearman & Sterling
12th Floor, Gloucester Tower
The Landmark, 15 Queen’s Road Central
Hong Kong
Phone: +852 2978-8000
 
November 14, 2016
 (Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No.  80862K104
  
 
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dragon Alpha LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8,888
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,888
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,888
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.017%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.
2
 
 
CUSIP No. 80862K104
    
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jade Park Investments Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8,888
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,888
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,888
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.017%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.
 
3
 
CUSIP No. 80862K104
    
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lanchu Liu
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8,888
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
8,888
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,888
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.017%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.
 
4
Introductory Note
 
This amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Issuer”). This Amendment No. 1 is being filed jointly by Dragon Alpha LP (“Dragon Alpha”), Jade Park Investments Limited (“Jade Park”) and Mr. Lanchu Liu (“Mr. Liu”, and together with Dragon Alpha and Jade Park, the “Reporting Persons”) pursuant to their Joint Filing Agreement dated as of February 22, 2016, filed with the Schedule 13D (as defined below) as Exhibit 1 and incorporated herein by reference.
 
This Amendment No. 1 amends and supplements the statement on the Schedule 13D filed on February 22, 2016 (the “Schedule 13D”), on behalf of the Reporting Persons with the SEC. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby supplemented as follows:
 
The members of the Consortium (as defined in Item 4 below) anticipate that, at the price per share of Common Stock set forth in the Proposal (as described in Item 4 below), approximately US$546 million will be expended in acquiring all of the outstanding share capital of the Issuer not already owned by the Consortium.
 
It is anticipated that the funding for the Acquisition (as defined in Item 4 below) will be provided by a combination of debt and equity capital. Equity financing will be provided by certain members of the Consortium in the form of cash and through the rollover of existing equity interests in the Issuer held by certain members of the Consortium. Debt financing will be provided by third party financial institutions.
 
Item 4.
Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby supplemented as follows:
 
On November 14, 2016, GL Management and its affiliates and ABG Management Limited and its affiliates, on behalf the consortium formed pursuant to the Consortium Agreement (the “Consortium”) filed as Exhibit 2 to the Schedule 13D, submitted a preliminary non-binding proposal (the “Proposal”) to the board of directors of the Issuer for the acquisition of all of the outstanding share capital of the Issuer not already owned by the Consortium at US$11.18 per share of Common Stock in cash (the “Acquisition”). The Consortium intends to finance the Acquisition through a combination of debt and equity financing.
 
The Consortium indicated in the Proposal that it is prepared to expeditiously negotiate and finalize the terms of the Acquisition in definitive agreements. The Proposal also provided that no binding obligation on the part of the Issuer or the Consortium shall arise with respect to the Acquisition unless and until definitive agreements have been executed.
 
If the Acquisition is completed, the Issuer’s Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the NASDAQ Global Select Market.
 
The summary of the Proposal in this Amendment No. 1 is not intended to be complete and is qualified in its entirety by reference to the full text of the Proposal, a copy of which is attached hereto as Exhibit 3.
 
 
5
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby supplemented as follows:
 
The description of the Proposal under Item 4 is incorporated herein by reference.
 
Item 7.
Material to Be Filed as Exhibits.
 
Item 7 of the Schedule 13D is hereby supplemented as follows:
 

Exhibit No.
Description
 
 
3
Proposal from GL Capital Management GP Limited and ABG Management Limited on behalf of the Consortium to the Issuer’s board of directors dated as of November 14, 2016.
 
 
 
 
 
 
 
 
6
 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 15, 2016
 
 
Dragon Alpha LP
By: Jade Park Investments Limited, its General Partner
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Lanchu Liu
 
 
Name:
Lanchu Liu
 
 
Title:
Director
 
 
 
 
 
 
 
Jade Park Investments Limited
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Lanchu Liu
 
 
Name:
Lanchu Liu
 
 
Title:
Director
 
 
 
 
 
 
 
Mr. Lanchu Liu
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Lanchu Liu
 
 
 
 
 
 
 
 
 
 
 EX-99.3 2 ss19351_ex9903.htm PROPOSAL

Exhibit 3
 

 
November 14, 2016
 
The Board of Directors
SciClone Pharmaceuticals, Inc.
950 Tower Lane Suite 900
Foster City, CA 94404, United States
 
Dear Members of the Board of Directors:
 
GL Capital Management GP Limited and its affiliates (“GL Capital”) and ABG Management Limited and its affiliates (“ABG”), on behalf of the consortium (the “Consortium”) formed to participate in the previously announced and now terminated strategic review process by SciClone Pharmaceuticals, Inc. (the “Company”), are pleased to submit this preliminary non-binding proposal to acquire all of the outstanding share capital of the Company not already owned by the Consortium (the “Acquisition”).
 
We believe our proposal provides an attractive opportunity for the Company’s shareholders to maximize return on their investment. Having recently participated in the Company’s strategic review process and with the benefit of our familiarity with the Company’s business and operations we are confident that the Acquisition can be consummated on an expedited basis as outlined in this letter. With GL Capital having been a shareholder of the Company since 2012, we are fully cognizant of the value and risks around the Company’s core product and the relevant market environment. Our proposal represents a premium of 21.9% and 18.9% to the average closing price of the Company’s common stock during the last 10 and 20 trading days, respectively.
 
Set forth below are the key terms of our Proposal.
 
1.
Acquisition Entity. GL Capital and ABG, together with other members of the Consortium (collectively, the “Consortium Members”), will form an acquisition vehicle for the purpose of implementing the Acquisition.
 
2.
Purchase Price. The consideration payable for each share of common stock of the Company (other than shares held by the Consortium Members) will be $11.18 in cash.
 
3.
Funding. We believe that we offer a high degree of closing certainty and are well positioned to negotiate and consummate the proposed Acquisition on an expedited basis. We intend to finance the proposed Acquisition with a combination of debt and equity capital and we expect definitive commitments for the required debt and equity funding to be in place at the time the Definitive Agreements (as defined below) are signed. In light of our participation in the Company’s strategic review, we are highly confident in our ability to obtain the needed debt financing on an expedited basis and do not anticipate our financing to require a significant amount of time.
 
4.
Due Diligence. As you are aware, we have engaged Morgan Stanley as transaction advisor, Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel, Fangda Law Firm as PRC legal counsel, and PricewaterhouseCoopers as accounting and tax advisor. We have completed customary legal, financial and accounting due diligence with respect to the Company during the strategic review process. Given the proximity in time between when the strategic review process was concluded and now, we are highly confident we can complete any bring-down due diligence quickly and in parallel with discussions on the Definitive Agreements.
 
5.
Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) for the Acquisition and related transactions.
 
6.
Confidentiality. As we are sure you can appreciate, as required by law, we will promptly file amendments to our respective Schedule 13D filings to disclose our non-binding proposal. However, we are sure that you will agree with us that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.
 
7.
About GL Capital. GL Capital is a healthcare-focused, long-term investment fund. With a deep understanding of the Chinese healthcare industry, GL Capital’s mission is to invest wisely and partner with leading healthcare companies. Since its inception, GL Capital has developed a reputation for working well with the management of, and demonstrated capability to provide value added support to, its portfolio companies.
 
 
8.
About ABG. ABG is a global healthcare-focused investment group, founded and led by Mr. Frank Yu (formerly a Managing Director of Goldman Sachs and Och-Ziff Capital) with a global healthcare investment portfolio in China, the United States, and Europe. In 2015, ABG initiated, led and completed the US$3.3 billion take-private of WuXi PharmaTech, a landmark transaction in the China and global life science industry.
 
9.
No Binding Commitment. This letter shall be governed by and construed in accordance with the laws of Hong Kong, without regard to principles of conflicts of law or choice of law, which would result in the application of laws of any jurisdiction other than Hong Kong. This letter constitutes only a preliminary indication of our interest and is not intended to be and does not constitute a legally binding obligation of any party hereto, or an offer capable of acceptance, and no legally binding obligations of any party shall be created until the execution of the mutually agreeable Definitive Agreements, and then only on terms and conditions set forth in such documentation.
 
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
 
Yours Sincerely,
 
 
       
GL CAPITAL MANAGEMENT GP LIMITED
  
     
By:
 
/s/ Zhenfu Li
  
Name:
 
Zhenfu Li
  
Title:
 
Director
  
 
[Signature Page to Proposal]
 
 
       
ABG MANAGEMENT LTD.
  
     
By:
 
/s/ Yu Fan
  
Name:
 
Yu Fan
  
Title:
 
Director
  
 
 
[Signature Page to Proposal]