Page 8 of 11 – SEC Filing
INTRODUCTORY NOTE
This amendment No.
8 (this “Amendment No. 8”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued
by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Company”). This Amendment No. 8 is being filed jointly
by GL Trade Investment Limited (“GL Trade”), GL China Opportunities Fund L.P. (“GL Fund”), GL Capital Management
GP L.P. (“GL Capital”), GL Capital Management GP Limited (“GL Management”), GL Partners Capital Management
Limited (“GL Partners”), and Mr. Zhenfu Li (collectively, the “Reporting Persons”) pursuant to their Joint
Filing Agreement dated as of November 19, 2012, filed with the Schedule 13D as Exhibit 99.1 and incorporated herein by reference.
This Amendment No.
8 amends and supplements the statement on the Schedule 13D filed on November 19, 2012, November 21, 2013, August 17, 2015, August
21, 2015, February 9, 2016, February 22, 2016, November 14, 2016 and February 17, 2017, respectively (the “Schedule 13D”),
on behalf of the Reporting Persons with the United States Securities and Exchange Commission. Except as provided herein, this Amendment
No. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein
have the meanings assigned to them in the Schedule 13D.
| ITEM 3. | SOURCE OF FUNDS |
Item 3 of the Schedule
13D is hereby supplemented as follows:
Pursuant to an agreement
and plan of merger, dated June 7, 2017 (the “Merger Agreement”), by and among the Company, Silver Biotech Investment
Limited, a company incorporated under the laws of the Cayman Islands (“Holdco”), and Silver Delaware Investment Limited,
a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), Merger Sub will be merged with and into
the Company, with the Company continuing as the surviving corporation and a controlled subsidiary of Holdco (the “Merger”).
The descriptions of the Merger Agreement and Merger set forth in Item 4 below are incorporated by reference in their entirety into
this Item 3. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, a copy of which is filed as Exhibit 4 as is incorporated herein by reference in its entirety.
It is anticipated that,
at a price of US$11.18 in cash per share of Common Stock, approximately US$552 million will be required for (i) purchasing all
of the outstanding Common Stocks of the Company that is not beneficially owned by GL Trade (the “Rollover Holder”) and
(ii) paying for outstanding stock options, restricted share units and performance restricted share units issued by the Company.
It is
anticipated that the funding for the transactions contemplated by the Merger Agreement, including the Merger, will be
provided by a combination of equity and debt financing, together with the Company’s available cash. Equity financing
will be provided in the form of cash by GL China Opportunities Fund II L.P., a limited partnership organized under the laws
of the Cayman Islands, GL China Opportunities Fund II (Canada) L.P., a limited partnership registered in Canada
(collectively, the “GL Sponsor”), Bank of China Group Investment Limited, a company incorporated under the laws
of Hong Kong, CDH Fund V, L.P., a limited partnership organized under the laws of the Cayman Islands, Ascendent Capital
Partners II, L.P., a limited partnership organized under the laws of the Cayman Islands, and Mr. Weihang Zhu, a citizen of
the People’s Republic of China (collectively with the GL Sponsor, the “Sponsors”) pursuant to the terms of
equity commitment letters, dated as of June 7, 2017 (the “Equity Commitment Letters”), delivered to Holdco by
each of the Sponsors. Debt financing will be provided by China Minsheng Banking Corp., Ltd. (the “Lender”) in the
form of term loan facilities pursuant to a debt commitment letter, dated as of May 29, 2017 (the “Debt Commitment
Letter”). Under the terms and subject to the conditions set forth in the Debt Commitment Letter, the Lender will
provide a term loan facility in an aggregate amount of up to approximately US$220 million to Merger Sub and Holdco. Under the
terms and subject to the conditions set forth in the Equity Commitment Letters, the Sponsors will collectively provide equity
financing of an aggregate amount up to approximately US$261 million to Holdco. The information disclosed in this paragraph
does not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letter and the Equity
Commitment Letters, copies of which are filed as Exhibits 5 through Exhibit 10, and are incorporated herein by reference in
its entirety.
Concurrently with the
execution of the Merger Agreement, the Rollover Holder entered into a rollover agreement (the “Rollover Agreement”)
with Silver Biotech Holdings Limited (“Topco”) and Holdco. Pursuant to the Rollover Agreement, the Rollover Holder
agreed that, immediately prior to the effective time of the Merger, it will contribute to Holdco an aggregate of 4,750,116 shares
of the Common Stock (the “Rollover Shares”) in exchange for the same amount of newly issued ordinary shares of Topco.
The information disclosed in this paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which
is filed as Exhibit 11 and is incorporated herein by reference in its entirety.
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