UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 15, 2006
Pharmion Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50447
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84-1521333 |
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| (State or other jurisdiction
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
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| 2525
28th
Street, Boulder, Colorado
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80301 |
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(Zip Code) |
Registrant’s telephone number, including area code 720-564-9100
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 15, 2006, Pharmion Corporation (the “Company”)
announced that it acquired (the “Acquisition”) Cabrellis
Pharmaceuticals Corporation (“Cabrellis”) pursuant to the
terms of that certain Agreement and Plan of Merger (the
“Merger Agreement”), dated as of November 15, 2006, by and
among the Company, Carlsbad Acquisition Corporation, a
wholly owned subsidiary of the Company, Cabrellis and
Stuart J.M. Collinson, as the representative of the
securityholders of Cabrellis, pursuant to which Carlsbad
Acquisition Corporation merged with and into Cabrellis,
with Cabrellis continuing as the surviving entity.
Pursuant to the terms of the Merger Agreement, the Company
paid $59 million in cash ($55 million net of approximately
$4 million in net cash on hand at Cabrellis as of the
closing of the Acquisition) to the stockholders of
Cabrellis. In addition, the Company will make additional
payments of up to an aggregate of $45 million to the
stockholders of Cabrellis upon the attainment by the
Company of certain milestones with respect to regulatory approvals in the United States and the European
Union of the amrubicin compound which is currently under
development by Cabrellis.
The Merger Agreement contains customary representations,
warranties, covenants and indemnifications for a
transaction of this type. The Acquisition became effective
as of November 15, 2006.
The description of the terms of the Merger Agreement are
qualified in their entirety by reference to the copy of the
Merger Agreement filed as Exhibit 10.1 to this Form 8-K,
which is incorporated herein by reference in its entirety.
The press release announcing the Acquisition is filed as
Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
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10.1
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Agreement and Plan of
Merger, dated as of
November 15, 2006, by and
among Pharmion Corporation,
Carlsbad Acquisition
Corporation, Cabrellis
Pharmaceuticals Corporation
and Stuart J.M. Collinson,
as the representative of
the securityholders of
Cabrellis Pharmaceuticals
Corporation. |
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99.1
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Press Release issued by
Pharmion Corporation on
November 15, 2006
announcing the acquisition
of Cabrellis
Pharmaceuticals
Corporation. |
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