Filing Details

*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.

CUSIP No. 80862K104

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Jade Park Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   8,888
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   8,888
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,888
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.017%*
14	TYPE OF REPORTING PERSON (See Instructions)   CO

 

*Percentage calculated based on 51,053,583 shares of Common Stock issued and outstanding as of November 2, 2016, as reported in the Issuer’s quarterly report on Form 10-Q for the third quarter of 2016 filed with the SEC on November 9, 2016.

 

CUSIP No. 80862K104

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Lanchu Liu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   8,888
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   8,888
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,888
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.017%*
14	TYPE OF REPORTING PERSON (See Instructions)   IN

 

Introductory Note

 

This amendment No. 1 to the statement on Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.001 each (the “Common Stock”), issued by SciClone Pharmaceuticals, Inc., a Delaware Corporation (the “Issuer”). This Amendment No. 1 is being filed jointly by Dragon Alpha LP (“Dragon Alpha”), Jade Park Investments Limited (“Jade Park”) and Mr. Lanchu Liu (“Mr. Liu”, and together with Dragon Alpha and Jade Park, the “Reporting Persons”) pursuant to their Joint Filing Agreement dated as of February 22, 2016, filed with the Schedule 13D (as defined below) as Exhibit 1 and incorporated herein by reference.

 

This Amendment No. 1 amends and supplements the statement on the Schedule 13D filed on February 22, 2016 (the “Schedule 13D”), on behalf of the Reporting Persons with the SEC. Except as provided herein, this Amendment No. 1 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 and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby supplemented as follows:

 

The members of the Consortium (as defined in Item 4 below) anticipate that, at the price per share of Common Stock set forth in the Proposal (as described in Item 4 below), approximately US$546 million will be expended in acquiring all of the outstanding share capital of the Issuer not already owned by the Consortium.

 

It is anticipated that the funding for the Acquisition (as defined in Item 4 below) will be provided by a combination of debt and equity capital. Equity financing will be provided by certain members of the Consortium in the form of cash and through the rollover of existing equity interests in the Issuer held by certain members of the Consortium. Debt financing will be provided by third party financial institutions.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented as follows:

 

On November 14, 2016, GL Management and its affiliates and ABG Management Limited and its affiliates, on behalf the consortium formed pursuant to the Consortium Agreement (the “Consortium”) filed as Exhibit 2 to the Schedule 13D, submitted a preliminary non-binding proposal (the “Proposal”) to the board of directors of the Issuer for the acquisition of all of the outstanding share capital of the Issuer not already owned by the Consortium at US$11.18 per share of Common Stock in cash (the “Acquisition”). The Consortium intends to finance the Acquisition through a combination of debt and equity financing.

 

The Consortium indicated in the Proposal that it is prepared to expeditiously negotiate and finalize the terms of the Acquisition in definitive agreements. The Proposal also provided that no binding obligation on the part of the Issuer or the Consortium shall arise with respect to the Acquisition unless and until definitive agreements have been executed.

 

If the Acquisition is completed, the Issuer’s Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be delisted from the NASDAQ Global Select Market.

 

The summary of the Proposal in this Amendment No. 1 is not intended to be complete and is qualified in its entirety by reference to the full text of the Proposal, a copy of which is attached hereto as Exhibit 3.

 

 

 

	Dragon Alpha LP By: Jade Park Investments Limited, its General Partner
	By:	/s/ Lanchu Liu
		Name:	Lanchu Liu
		Title:	Director

	Jade Park Investments Limited
	By:	/s/ Lanchu Liu
		Name:	Lanchu Liu
		Title:	Director

	Mr. Lanchu Liu
		/s/ Lanchu Liu