Stanley Capital Limited entered into a definitive agreement to acquire Noden Pharma DAC and Noden Pharma USA, Inc. from PDL BioPharma, Inc. for $48.3 million.

Stanley Capital entered into a definitive agreement to acquire Noden Pharma DAC and Noden Pharma USA, Inc. from PDL BioPharma, Inc. (NasdaqGS:PDLI) for $48.3 million on July 30, 2020. After taking into account the expected adjustments for transaction expenses, indebtedness and working capital, payments to PDL are expected to be approximately $12 million in connection with the closing of the transaction. The agreement provides for an additional $33 million to be paid to PDL in twelve equal quarterly installments from January 2021 to October 2023. The agreement also provides PDL with the potential for two additional contingent payments totaling $3.25 million. The acquisitions will be financed from a mixture of committed funding facilities, and new investors, as the Noden platform grows. The transaction is subject to certain customary closing conditions and is expected to close by early August 2020. SVB Leerink LLC and Torreya Partners LLC acted as financial advisor for PDL. Gavin Gordon, Claire James and Sebastian Fitzgerald of Willkie Farr & Gallagher acted as legal advisor for Stanley Capital in the transaction.