Biogen Announces Effectiveness of Bioverativ Form 10 Registration Statement
Biogen Inc. (NASDAQ: BIIB) today announced that the U.S. Securities and Exchange Commission (SEC) has declared effective the Registration Statement on Form 10 filed by Bioverativ Inc. Biogen expects to complete the separation of Bioverativ into an independent, global biotechnology company focused on hemophilia and other rare blood disorders on February 1, 2017.
Biogen’s board of directors approved the planned separation of Biogen and Bioverativ on December 20, 2016, and declared a special dividend distribution of one share of Bioverativ common stock for every two shares of Biogen common stock held as of the close of business on January 17, 2017, the record date for the distribution. Shareholders will receive cash in lieu of fractional shares. The special dividend distribution is expected to be paid on February 1, 2017.
There is no current market for Bioverativ common stock. NASDAQ has approved the listing of Bioverativ common stock on the NASDAQ Global Select Market under the symbol “BIVV.” NASDAQ has advised that Bioverativ common stock will begin trading on a "when-issued" basis under the symbol "BIVV WI" on January 12, 2017.
Additionally, Biogen expects that starting on January 12, 2017, common stock of Biogen will trade on the NASDAQ Global Select Market in two markets: "regular-way" under the symbol "BIIB" and in the "ex-distribution" market under the symbol "BIIB WI." Shares of Biogen common stock trading under "BIIB" will carry the right to receive shares of Bioverativ common stock, if held as of the close of business on January 17, 2017. Shares of Biogen common stock trading under "BIIB WI" will not carry the right to receive shares of Bioverativ as part of the special dividend distribution. If shares of Biogen common stock are sold in the "regular-way" market after January 17, 2017 but before the distribution date, the shareholder is selling the right to receive shares of Bioverativ common stock with respect to such Biogen shares as part of the distribution. Biogen shareholders are encouraged to consult with their financial advisors regarding the specific consequences of selling Biogen common stock on or before that date.
Following the distribution, regular-way trading will commence on NASDAQ for Bioverativ under the symbol “BIVV” and will continue for Biogen under the symbol “BIIB.”
Following the separation, Bioverativ will be a global biotechnology company dedicated to advancing the research, development and commercialization of innovative therapies to address areas of serious unmet need for people with hemophilia and other rare blood disorders.
Through cutting-edge science and medicine, Biogen discovers, develops and delivers worldwide innovative therapies for people living with serious neurological, autoimmune and rare diseases. Founded in 1978, Biogen is one of the world’s oldest independent biotechnology companies and patients worldwide benefit from its leading multiple sclerosis and innovative hemophilia therapies. For more information, please visit www.biogen.com. Follow us on Twitter.
This press release contains forward-looking statements, including, without limitation, statements relating to the planned spin-off of Biogen’s hemophilia business, such as the completion and timing of the transaction, the anticipated timing and implementation of the special dividend distribution of Bioverativ shares to Biogen shareholders, the anticipated trading on the NASDAQ Global Select Market of securities in Biogen and Bioverativ, and the expected business operations for Biogen and Bioverativ following completion of the proposed spin-off. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. You should not place undue reliance on these statements.
These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including, without limitation, risks that the spin-off will be completed in a timely manner or at all; risks of failure to satisfy any conditions to the spin-off; risks of failure of the spin-off to qualify as a tax-free transaction for U.S. federal income tax purposes; uncertainty of whether the anticipated benefits of the spin-off can be achieved; risks of unexpected costs or delays; and risks and uncertainties associated with the development and commercialization of products and product candidates that may impact or alter anticipated business plans, strategies and objectives. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from our expectations in any forward-looking statement. Investors should consider this cautionary statement, as well as the risk factors identified in Biogen’s most recent annual or quarterly report and in other reports we have filed with the U.S. Securities and Exchange Commission. These statements are based on our current beliefs and expectations and speak only as of the date of this press release. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
Jason Glashow, +1 781-464-3260
Tracy Vineis, +1 781-464-3260
Benjamin Strain, +1 781-464-2442
Susan Altschuller, +1 781-464-2442
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