Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934*

 

 

ARADIGM CORPORATION

(Name of Issuer)

 

 

Common Stock, no par value

(Title of Class of Securities)

038505400

(CUSIP Number)

Grifols, S.A.

Avinguda de la Generalitat, 152-158

Parc de Negocis Can Sant Joan

Sant Cugat del Valles 08174, Barcelona, Spain

Tel: +34 93 571 0500

Attention: David Bell

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

with a copy to:

 

Proskauer Rose LLP		Osborne Clarke S.L.P.
Eleven Times Square		Avenida Diagonal, 477
New York, NY 10036		Planta 20, 08036 Barcelona, Spain
Tel: (212) 969-3000		Tel: +34 93 419 1818
Attention: Peter G. Samuels, Esq.		Attention: Tomás Dagá

April 21, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 2 of 12

 

1		NAMES OF REPORTING PERSONS   Grifols, S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC, AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   5,244,363
				8		SHARED VOTING POWER   3,829,175
				9		SOLE DISPOSITIVE POWER   5,244,363
				10		SHARED DISPOSITIVE POWER   3,829,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,073,538
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   48.3%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 3 of 12

 

1		NAMES OF REPORTING PERSONS   Grifols Worldwide Operations Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Ireland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   3,829,175
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   3,829,175
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,829,175
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   20.4%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 4 of 12

 

Item 2. Identity and Background

Item 2 of this Schedule 13D is amended and restated as follows:

(a) through (c), (f)

This Schedule 13D is being filed by Grifols, S.A., a company organized under the laws of Spain (Grifols), and Grifols Worldwide Operations Limited, a company organized under the laws of Ireland and a wholly-owned subsidiary of Grifols (Grifols Worldwide and, together with Grifols, the Reporting Persons). The address of the principal office of Grifols is Avinguda de la Generalitat, 152-158, Parc de Negocis Can Sant Joan, Sant Cugat del Valles 08174, Barcelona, Spain, and of Grifols Worldwide is Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland. Grifols is a global healthcare company and leading producer of plasma protein therapies. Grifols researches, develops, manufactures and markets plasma derivatives, IV therapy, enteral nutrition, diagnostic systems and medical materials. Grifols Worldwide is engaged in the packaging, labeling, storage, distribution, manufacture and development of pharmaceutical products and the rendering of financial services to Grifols and its owned or controlled companies.

Attached as Schedule A hereto, and incorporated by reference herein, is a chart setting forth the name, business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of each of Grifols and Grifols Worldwide (collectively, the Schedule A Persons).

(d) and (e)

During the last five years, neither Grifols, Grifols Worldwide nor to the knowledge of Grifols and Grifols Worldwide, any of the Schedule A Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of this Schedule 13D is amended and supplemented as follows:

On April 26, 2016, pursuant to the Convertible Notes Purchase Agreement (as defined in Item 4), Grifols Worldwide purchased $19,950,000 aggregate principal amount of 9% senior convertible notes due 2021 issued by the Issuer for cash consideration of $19,950,000. Grifols Worldwide used its cash on hand to make such payment.

The information set forth in Item 4 of this Amendment No. 1 to the Schedule 13D is incorporated in this Item 3 by reference.

Item 4. Purpose of Transaction

Item 4 of this Schedule 13D is amended and supplemented to add the disclosure under (and including) the heading Convertible Notes Purchase Agreement and Indenture. The disclosure under the heading Governance Agreement in Item 4 of this Schedule 13D is amended and supplemented to add the disclosure under the heading Amendment to Governance Agreement.

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 5 of 12

 

Convertible Notes Purchase Agreement and Indenture

On April 21, 2016, the Issuer entered into a Securities Purchase Agreement (the Convertible Notes Purchase Agreement) with Grifols Worldwide and other purchasers identified therein whereby Grifols Worldwide agreed to purchase $19,950,000 aggregate principal amount of 9% senior convertible notes due 2021 (the Notes) issued by the Issuer. Grifols Worldwide consummated its purchase of the Notes on April 26, 2016. The Notes were issued pursuant to an Indenture dated April 25, 2016 (the Indenture) between the Issuer and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 9% per annum, payable semi-annually (on May 1 and November 1) in arrears, unless earlier purchased or converted. The Notes mature on May 1, 2021 (the Maturity Date). The Notes are convertible at the option of Grifols Worldwide at any time prior to the close of business on the second business day immediately preceding the Maturity Date. The initial conversion rate of the Notes is 191.9386 shares of common stock for each $1,000 principal amount of Notes, which represents an initial conversion price of approximately $5.21 per share of common stock. The conversion rate of the Notes, and the corresponding conversion price, will be subject to adjustment for certain events. At the current conversion rate, the Notes are convertible into 3,829,175 Shares.

Grifols Worldwide acquired the Notes for investment purposes. The Reporting Persons may, from time to time, and subject to Governance Agreement (as it may be amended, supplemented, or waived, from time to time), depending upon market conditions and other investment considerations, purchase additional securities of the Issuer for investment or dispose of currently owned Shares or the Notes or engage in any other actions contemplated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The foregoing description of the Convertible Notes Purchase Agreement is qualified in its entirety by reference to the full text of the Convertible Notes Purchase Agreement, which is filed as Exhibit 13 and is incorporated herein by reference. The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the full text of the Indenture, which is filed as Exhibit 14 and is incorporated herein by reference.

Amendment to Governance Agreement

In connection with Grifols Worldwides purchase the Notes, Grifols and the Issuer entered into an amendment of the Governance Agreement, dated April 21, 2016, pursuant to which the Target Percentage was increased to 43.3% (the Governance Agreement Amendment). Additionally, Grifols and the Issuer also entered into waivers pursuant to which Grifols waived certain registration and preemptive rights under the Governance Agreement.

The foregoing description of the Governance Agreement Amendment is qualified in its entirety by reference to the full text of the Governance Agreement Amendment, which is filed as Exhibit 15 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of this Schedule 13D is amended and restated as follows:

(a) and (b)

The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 14,951,089 outstanding Shares as of March 12, 2017, as reported in the Issuers Form 10-K filed on March 30, 2017. Grifols owns 100% of the equity interests of Grifols Worldwide and may be deemed to beneficially own Shares that are beneficially owned by Grifols Worldwide.

Ramón Riera Roca (Riera), Chief Operations Officer and a member of the Board of Directors of Grifols, directly beneficially owns 12,500 Shares. Riera has the sole power to vote or direct the voting of, and the sole power to dispose or to direct the disposition of, such Shares. Such Shares represent less than 0.1% of all Shares outstanding.

Except as set forth in this Item 5(a), to the knowledge of Grifols and Grifols Worldwide, none of the Schedule A Persons beneficially owns any Shares.

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 6 of 12

 

(c)

Except as described under Convertible Notes Purchase Agreement and Indenture under Item 4, no transactions in the Shares have been effected by Grifols or Grifols Worldwide, and to the knowledge of Grifols and Grifols Worldwide, by any Schedule A Persons, since the initial filing of this Schedule 13D.

(d)

No person (other than Grifols or Grifols Worldwide) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares disclosed as beneficially owned by this Schedule 13D.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of this Schedule 13D is amended and supplemented as follows:

The information set forth in Items 3, 4 and 5 of this Amendment No. 1 to the Schedule 13D is incorporated in this Item 6 by reference. Other than as described in this Amendment No. 1 to the Schedule 13D and the agreements incorporated by reference herein and set forth as exhibits hereto, Grifols and Grifols Worldwide do not have, and, to the knowledge of Grifols and Grifols Worldwide, the Schedule A Persons do not have, any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Item 7 of this Schedule 13D is amended and supplemented as follows:

 

Exhibit 12		Joint Filing Agreement.
Exhibit 13		Securities Purchase Agreement, dated as of April 21, 2016, by and between Aradigm Corporation and the Purchasers Named on Schedules A and B thereto (incorporated by reference to Exhibit 10.1 to the Issuers Form 8-K/A filed on April 28, 2016).
Exhibit 14		Indenture, dated as of April 25, 2016, between Aradigm Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Issuers Form 8-K/A filed on April 28, 2016).
Exhibit 15		Amendment to Governance Agreement, dated as of April 21, 2016, by and between Aradigm Corporation and Grifols, S.A. (incorporated by reference to Exhibit 10.6 to the Issuers Form 8-K/A filed on April 28, 2016).

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 7 of 12

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 4, 2017

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 8 of 12

 

Schedule A

Directors and Executive Officers of Grifols

The following tables set forth the name, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Grifols.

Board of Directors

 

Name of Director		Country of Citizenship		Principal Occupation or Employment		Name, Address and Principal Business of Employer
Víctor Grifols Roura		Spain		Non-executive Chairman of the Board of Directors of Grifols, S.A.		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Raimon Grifols Roura		Spain		Chief Executive Officer and Member of the Board of Directors of Grifols, S.A.		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Victor Grifols Deu		Spain		Chief Executive Officer and Member of the Board of Directors of Grifols, S.A.		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Ramón Riera Roca		Spain		Chief Operations Officer and Member of the Board of Directors of Grifols, S.A.		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Tomás Dagá Gelabert		Spain		Senior Partner at the law firm of Osborne Clark S.L.P.		Osborne Clarke S.L.P Avenida Diagonal 477 08036, Barcelona, Spain
Thomas H. Glanzmann		Switzerland		Member of the Board of Directors of Grifols, S.A.		Glanzmann Enterprises Opfikonerstrasse 10, 8303 Bassersdorf, Switzerland
Anna Veiga Lluch		Spain		Director, Barcelona Stem Cell		Stem Cell Bank, Centre for Regenerative Medicine in Barcelona Dr. Aiguader, 88 08003 Barcelona, Spain

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 9 of 12

 

Steven Francis Mayer		United States		Senior Managing Director and Co-Head of Private Equity at Cerberus Capital Management, L.P.		Cerberus California, LLC 11812 San Vencente Blvd Suite 300 Los Angeles, CA 90049
Luís Isasi Fernández de Bobadilla		Spain		Managing Director, Morgan Stanley		Morgan Stanley S.V. S.A. Serrano, 55 28006 Madrid, Spain
Belén Villalonga Morenés		Spain		Associate Professor		New York University Stern School of Business Tisch 721 40 West 4th St New York, NY 10012
Marla E. Salmon		United States		Professor of Nursing and Public Health		University of Washington Evans School of Public Affairs Box 357663 Seattle, WA 98195
Iñigo Sánchez-Asiaín Mardones		Spain		Member of the Executive Committee and Investment Committee, Portobello Capital		Portobello Capital Almagro 36, 2° planta 28010 Madrid, Spain
Carina Szpilka Lázaro		Spain		Vice-President, UNICEF		Rafael Calvo 40, 1º2ª 28010 Madrid, Spain

Executive Officers

(other than Members of the Board of Directors)

 

Name of Executive Officer		Country of Citizenship		Title		Name, Address and Principal Business of Employer
Alfredo Arroyo Guerra		Spain		Corporate Vice President and Chief Financial Officer		Embassy House, Ballsbridge, Dublin 4, Ireland
Carlos Roura Fernández		Spain		Chief Industrial Officer		Grifols, S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Montserrat Lloveras Calvo		Spain		Corporate Vice President and Director of Corporate Accounting and Reporting		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 10 of 12

 

Vicente Blanquer Torre		Spain		Corporate Vice President, Quality & R&D		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Mateo Florencio Borras Humbert		Spain		Corporate Vice President and Director of Global Human Resources		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Francisco Javier Jorba Ribes		Spain		Corporate Vice President and President of Biological Industrial Group		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Gregory Gene Rich		United States		Corporate Vice President and President and Chief Executive Officer of Grifols Shared Services North America, Inc.		Grifols Inc. 2410 Lillyvale Avenue Los Angeles, CA 90032
David Ian Bell		United States and United Kingdom		Chief Innovation Officer and General Counsel Grifols, S.A.; President of GIANT Ltd.		Grange Castle Business Park Grange Castle, Clondalikn, Dublin 22, Ireland
Nuria Pascual Lapeña		Spain		Corporate Vice President, Treasury, Risk Management and IRO		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Shinji Wada		United States		Corporate Vice President and President of Plasma Operations of Grifols Shared Services North America, Inc.		Grifols S.A. 2410 Lillyvale Avenue Los Angeles, CA 90032
Lafmin Morgan		United States		President of the Bioscience and Hospital Division		Grifols S.A. 79 TW Alexander Dr Bldg 4101 Raleigh, NC 27709
Carsten Schroeder		Germany		President of the Diagnostic Division		Grifols S.A. 4560 Horton Street Emeryville, CA 94608
Juan Ignacio Twose Roura		Spain		Member of the Advisory Committee		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 11 of 12

 

Directors and Executive Officers of Grifols Worldwide

The following tables set forth the name, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Grifols Worldwide.

Board of Directors

 

Name of Director		Country of Citizenship		Principal Occupation or Employment		Name, Address and Principal Business of Employer
Tomás Dagá Gelabert		Spain		Senior Partner at the law firm of Osborne Clark S.L.P.		Avenida Diagonal 477 08036, Barcelona, Spain
Alfredo Arroyo Guerra		Spain		Corporate Vice President and Chief Financial Officer of Grifols, S.A.		Embassy House, Ballsbridge, Dublin 4, Ireland
Ramón Riera Roca		Spain		Chief Operations Officer and Member of the Board of Directors of Grifols, S.A.		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Eduardo Herrero		Spain		Deputy President, Bioscience		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Vicente Blanquer Torre		Spain		Corporate Vice President, Quality & R&D of Grifols, S.A.		Grifols S.A. Parc Empresarial Can Sant Joan, Avinguda de la Generalitat, 152 08174 Sant Cugat del Valles, Barcelona, Spain
Jordi Casas		Spain		Director, Osborne Clark S.L.P.		Avenida Diagonal 477 08036, Barcelona, Spain
Alfred Grifols Coma-Cros		Ireland		Managing Director		Grange Castle Business Park Grange Castle, Clondalikn, Dublin 22, Ireland

 

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CUSIP No. 038505400		SCHEDULE 13D		Page 12 of 12

 

Executive Officers

(other than Members of the Board of Directors)

 

Name of Executive Officer		Country of Citizenship		Title		Name, Address and Principal Business of Employer
Lafmin Morgan		United States		President, Bioscience Division		Grifols Inc. 79 T.W. Alexander Drive | 4101 Research Commons | Research Triangle Park, NC 27709
Ann OConnor		Ireland		Technical Director		Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland
Siobhan Lynch		Ireland		HR Business Partner		Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland
Terry Ginsberg		Ireland		Senior Advisor, Global Tax & Risk Management		Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland
Albert Grifols		Spain		Deputy Chief Industrial Officer		Avda. de la Generalitat,152-158 08174 Sant Cugat del Vallés-Barcelona-Spain
Jaume Carreras		Ireland		VP, Global Logistics & Services		Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland
Wendy Fong		Ireland		VP, Global Supply Planning		Grange Castle Business Park, Grange Castle, Clondalkin, Dublin 22, Ireland
Carlos Roura		Spain		VP, Chief Industrial Officer		Avda. de la Generalitat,152-158 08174 Sant Cugat del Vallés-Barcelona-Spain

 

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