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QCOR > SEC Filings for QCOR > Form 8-K on 4-Jan-2013All Recent SEC Filings

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Form 8-K for QUESTCOR PHARMACEUTICALS INC


4-Jan-2013

Entry into a Material Definitive Agreement, Other Events, Financial


Item 1.01 Entry into a Material Definitive Agreement.

On January 2, 2013, Questcor Pharmaceuticals, Inc. ("Questcor") and its wholly owned subsidiary ("Acquisition Co."), entered into a Share Purchase Agreement (the "Agreement") to acquire all of the issued and outstanding shares of BioVectra Inc. ("BioVectra"). Upon closing of the transaction contemplated by the Agreement, BioVectra will become a wholly owned subsidiary of Acquisition Co. The purchase price consists of approximately C$50.0 million in cash at the closing plus up to an additional C$50.0 million in cash tied to the future performance of BioVectra. The consummation of the transaction contemplated by the Agreement is subject to customary closing conditions.

The parties to the Agreement have made customary representations and warranties, which will generally survive for a period of 24 months following the closing of the transaction. In addition, the parties to the Agreement are subject to customary pre-closing covenants pursuant to the Agreement. The covenants require, among other things, that BioVectra's business be generally conducted in the ordinary course in all material respects during the interim period between the execution of the Agreement and the closing of the transaction. The parties to the Agreement have rights to indemnification for, among other things, breaches of representations and warranties, subject to customary limitations, and for non-performance of their respective covenants.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which will be filed as an exhibit to Questcor's Annual Report on Form 10-K for the year ending December 31, 2012.



Item 8.01 Other Events.

On January 2, 2013, Questcor and BioVectra issued a joint press release announcing the entry into the Agreement. A copy of that press release is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

99.1 Joint Press Release issued on January 2, 2013.


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