Business Context and Reporting Period
Company: Alkermes Plc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 8, 2012
Principal Executive Offices: Dublin 4, Ireland
This filing reports the execution of a "Second Waiver and Consent" regarding a Shareholder's Agreement with Elan Corporation, plc and its subsidiary Elan Science Three Limited. The filing also discloses the pricing of a registered offering of shares held by the Shareholder.
Key Financial Metrics and Transaction Details
Offering Price: $16.50 per share.
Shares Involved:
- Additional shares consented for transfer: 8,165,000 ordinary shares.
- Prior shares consented for transfer (First Waiver): 15,985,000 ordinary shares.
- Total aggregate shares consented for transfer: 24,150,000 ordinary shares.
- Underwriters' option: Up to an additional 3,150,000 ordinary shares.
Company Proceeds: The filing explicitly states that Alkermes Plc. will not receive any proceeds from this Registered Offering.
Capital Structure Impact: The total number of ordinary shares outstanding for the Company will not change as a result of this offering.
Closing Date: Expected on or about March 13, 2012.
Note: This filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes Versus Prior Period
This filing represents a material change in the terms of the Shareholder's Agreement dated September 16, 2011. Specifically, the Company expanded its consent to allow the Shareholder to transfer an additional 8,165,000 shares beyond the 15,985,000 shares previously authorized under the "First Waiver and Consent."
Guidance, Outlook, and Risks
Management Commentary: The Company announced the pricing of the offering at $16.50 per share. The transaction is subject to customary closing conditions.
Risks and Contingencies: The closing of the offering is contingent upon customary conditions. The filing notes that the description of the Second Waiver and Consent is qualified by reference to the full agreement filed as Exhibit 10.1.
Important Facts for Investor Verification
- Verify that the Company receives zero proceeds from this specific offering, as it involves the sale of shares held by a shareholder (Elan Science Three Limited).
- Confirm the total number of shares being sold by the shareholder is 24,150,000, plus a potential 3,150,000 via the underwriters' option.
- Review the full text of the "Second Waiver and Consent" (Exhibit 10.1) for specific limitations waived under Section 5.1(b)(i) of the Shareholder's Agreement.
- Monitor the closing date (expected March 13, 2012) to confirm the transaction finalizes as scheduled.