| Item 1.01. | Entry Into a Material Definitive Agreement. |
As previously announced, on December 7, 2021 (the “Effective Date”), Oaktree Acquisition Corp. II, a Cayman Islands exempted company (“OACB”), entered into a definitive business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among OACB, Alvotech Holdings S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) under number B229193 (“Alvotech”) and Alvotech Lux Holdings S.A.S., a simplified joint stock company (société par actions simplifiée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register (Registre de Commerce et des Sociétés, Luxembourg) under number B258884 (“TopCo”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.
As previously announced in connection with the signing of the Business Combination Agreement, OACB and TopCo entered into subscription agreements (the “PIPE Subscription Agreements”) with certain U.S.-based institutional and accredited investors and non-U.S. persons (collectively, the “Initial PIPE Investors”). Pursuant to the PIPE Subscription Agreements, the Initial PIPE Investors agreed to subscribe for and purchase, and OACB and TopCo agreed to issue and sell to such investors, on the closing date, an aggregate of 15,393,000 ordinary shares of TopCo (the “Initial Shares”) for a purchase price of $10.00 per share, for aggregate gross proceeds of $153,930,000 (the “Initial PIPE Financing”).
On January 18, 2022, OACB and TopCo entered into subscription agreements (the “Additional Subscription Agreements” and, together with the PIPE Subscription Agreements, the “Subscription Agreements”) with Artica Finance, Arion Bank and Landsbankinn, each of which were also Initial PIPE Investors (the “Additional Subscribers”, and together with the Initial PIPE Investors, the “PIPE Investors”), pursuant to which the Additional Subscribers agreed to subscribe for and purchase, and OACB and TopCo agreed to issue and sell to the Additional Subscribers, on the closing date, an aggregate of 2,100,000 ordinary shares of TopCo (together with the Initial Shares, the “PIPE Shares”), for a purchase price of $10.00 per share, for aggregate gross proceeds of $21,000,000 (the “Additional PIPE Financing” and, together with the Initial PIPE Financing, the “PIPE Financing”).
The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that TopCo will grant the PIPE Investors in the PIPE Financing certain customary registration rights.
The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the Additional Subscription Agreements, a form of which is attached as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The ordinary shares of TopCo to be issued in connection with the PIPE Financing have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) thereof.
On January 18, 2022, Alvotech issued a press release announcing the Additional PIPE Financing. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Notwithstanding the foregoing, information contained on Alvotech’s website and the websites of any of its affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report.
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