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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Pursuant to the Stock Purchase Agreement (the "SPA"), dated May 20, 2013 (the "Signing Date"), between Grifols, S.A. ("Grifols") and certain other investors (the "Investors"), Aradigm Corporation ("Issuer") agreed, subject to the terms and conditions set forth therein, to issue and sell a total of 209,774,558 shares of common stock, no par value, of Issuer ("Shares") to Grifols and an additional 124,193,546 Shares to the Investors, for a total sale of 333,968,104 Shares (the "Stock Sale"), for a purchase price of $0.124 per share. On August 27, 2013 (the "Closing Date"), pursuant to the SPA, Grifols purchased 209,774,558 Shares, for cash consideration of approximately $26.0 million, plus approximately $1.6 million to pay related fees and expenses. |
(2) |
In connection with the consummation of the Stock Sale, Grifols and Issuer entered into (i) the License and Collaboration Agreement, granting Grifols an exclusive, worldwide license to Issuer's inhaled ciprofloxacin program for the indication of non-cystic fibrosis bronchiectasis (the "Program"), (ii) the Option Agreement, granting Grifols a limited term option to license Issuer's AERx(R) pulmonary drug delivery platform, (iii) Governance Agreement, setting forth certain rights and obligations of Issuer and Grifols concerning, inter alia, corporate governance matters, limitations on future acquisitions of Shares by Grifols and rights by Grifols to maintain a target level of ownership in Issuer, (iv) Registration Rights Agreement, providing registration rights to Grifols with respect to the Shares acquired in the Stock Sale, and (v) the Supply Agreement Term Sheet, setting forth binding terms between Issuer and a third party for commercially manufacturing products from the Program. |
(3) |
Concurrently with the execution and delivery of the SPA, Grifols entered into Voting Agreements (the "Voting Agreements") dated as of the Signing Date with First Eagle Value Biotechnology Master Fund, Ltd (and certain of its affiliates), Boxer Capital, LLC (and certain of its affiliates), Aaron Davis, Ivan Lieberburg, Laurence W. Lytton and MVA Investors, LLC (collectively the "Shareholders"). Under the Voting Agreements, the Shareholders irrevocably agreed, on the terms and subject to the conditions specified in the Voting Agreements, among other things, (i) to vote all 156,978,257 Shares owned by them (to the extent the shares are entitled to vote) in favor of the adoption of certain amendments to Issuer's charter (the "Charter Amendment") and the approval of the transactions in connection with the SPA (the "Transactions"), and (ii) to grant an irrevocable proxy to certain designees of Grifols with respect to certain matters related to the SPA. |
(4) |
As of May 20, 2013, the Shareholders held an aggregate of 156,978,257 Shares, representing approximately 62.4% of the issued and outstanding Shares reported to be outstanding as of May 9, 2013 by the Issuer on its Form 10-Q filed with the Securities Exchange Commission (the "SEC") on May 14, 2013. As a result, their votes alone were sufficient to ensure approval of the adoption of the Charter Amendment and the approval of the Transactions. Each Voting Agreement terminated on the Closing Date. Shared voting power with respect to the Shares beneficially owned by the Shareholders may be deemed to have been acquired through execution of the Voting Agreements prior to their termination upon the closing of the Stock Sale. As a consequence, Grifols may be deemed to have beneficially owned 156,978,257 Shares prior to the termination of the Voting Agreements on the Closing Date. |
(5) |
For additional information regarding the SPA, the Transactions, and the Voting Agreements, please see the Schedule 13D filed by Grifols with the SEC on September 4, 2013. |