Underwriting Agreement
On July 26, 2022, Legend Biotech Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Evercore Group L.L.C., relating to the underwritten public offering (the “Offering”) of 8,140,000 American Depositary Shares, or ADSs, representing 16,280,000 ordinary shares, at a price to the public of $43.00 per ADS. The gross proceeds to the Company from the Offering are expected to be approximately $350 million, before deducting underwriting discounts and commissions and estimated offering expenses. The Offering is expected to close on or about July 29, 2022, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriters a 30-day option to purchase up to 1,221,000 additional ADSs at the public offering price, less the underwriting discounts and commissions.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-257609), which was filed and automatically effective on July 1, 2021, as supplemented by a prospectus supplement dated July 26, 2022.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Form 6-K and incorporated by reference herein. The legal opinion of Maples and Calder (Singapore) LLP relating to the ordinary shares is filed as Exhibit 5.1 to this Form 6-K and incorporated by reference herein.
On July 26, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed as Exhibit 99.1 to this Form 6-K.
The information contained in this Form 6-K, including Exhibits 1.1 and 5.1 hereto, but excluding Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration Nos. 333-257625 and 333-257609) and the Company’s Registration Statement on Form S-8 (Registration No. 333-239478).
