8-K: Coherus BioSciences Addresses Stockholder Lawsuits with Additional Disclosures Regarding UDENYCA Sale to Intas Pharmaceuticals

Coherus BioSciences provides supplemental disclosures to its proxy statement related to the proposed sale of its UDENYCA franchise to Intas Pharmaceuticals in response to stockholder demand letters and lawsuits.

Summary

• Coherus BioSciences is supplementing its proxy statement related to the proposed sale of its UDENYCA franchise to Intas Pharmaceuticals in response to demand letters and stockholder lawsuits alleging disclosure deficiencies.
• The company denies any wrongdoing but is providing additional information to avoid delays and minimize expenses.
• The supplemental disclosures include details about the UDENYCA sales process, specifically regarding outreach to potential counterparties and the terms of non-disclosure agreements.
• Additional information is provided regarding the financial advisor's (J.P. Morgan) analysis, including public trading multiples and selected transaction analysis.
• The company also provides a summary of unlevered free cash flows that the UDENYCA Business was expected to generate from fiscal year 2025 through fiscal year 2029.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the company is facing lawsuits, it is proactively addressing them. The additional disclosures provide more transparency, but the lawsuits themselves create uncertainty.

Positives

• Coherus is proactively addressing stockholder concerns to facilitate the UDENYCA sale.
• The company is providing additional transparency regarding the transaction process and financial analysis.

Negatives

• The existence of stockholder lawsuits suggests potential dissatisfaction with the transaction or its disclosures.
• The company is incurring expenses to defend against the lawsuits and provide supplemental disclosures.

Risks

• The stockholder lawsuits could potentially delay or disrupt the closing of the UDENYCA sale.
• Additional similar demand letters or complaints may be received or filed, or the Stockholder Actions may be amended.
• The outcome of the Stockholder Actions cannot be predicted.

Future Outlook

The document focuses on the pending sale of the UDENYCA franchise and does not provide broader forward-looking statements beyond the projections related to that business.

Management Comments

• The Company believes that the allegations contained in the Demand Letters and Stockholder Actions are entirely without merit.
• The Company specifically denies all allegations in the Demand Letters and the Stockholder Actions, including that any additional disclosure was or is required.

Industry Context

The document highlights the ongoing trend of pharmaceutical companies divesting assets to focus on core competencies or raise capital. The comparable transactions listed in the Selected Transactions Analysis provide context for valuation multiples in the pharmaceutical industry.

Comparison to Industry Standards

• The document references comparable companies such as Organon & Co., Supernus Pharmaceuticals, Inc., and Ani Pharmaceuticals, Inc. for public trading multiples analysis.
• The selected transactions analysis includes deals like Patient Square Capital/Gurnet Point Capital's acquisition of Radius Health, Inc. and Halozyme Therapeutics, Inc.'s acquisition of Antares Pharma, Inc., providing benchmarks for transaction multiples.
• The FV/LTM revenue multiples for these transactions ranged from 2.2x to 5.6x, which J.P. Morgan used to assess the UDENYCA Business.

Legal Proceedings

• The Company has received a number of demand letters from purported stockholders and four complaints have been filed with the Supreme Court of the State of New York with respect to the Transaction.
• The Demand Letters and the Stockholder Actions allege that the Proxy Statement contains certain disclosure deficiencies and/or incomplete information regarding the Transaction.

Stakeholder Impact

• Shareholders will vote on the proposed sale of the UDENYCA franchise.
• The outcome of the stockholder lawsuits could impact the transaction and shareholder value.

Next Steps

• The Special Meeting of Stockholders will be held on March 11, 2025, to vote on the proposed UDENYCA sale.
• The company will continue to defend against the stockholder lawsuits.

Key Dates