3//SEC Filing
Abraxis BioScience, Inc. 3
Accession 0001209191-10-037989
CIK 0001409012operating
Filed
Jul 8, 8:00 PM ET
Accepted
Jul 9, 4:36 PM ET
Size
9.0 KB
Accession
0001209191-10-037989
Insider Transaction Report
Form 3
CELGENE CORP /DE/
10% Owner
Holdings
- 0(indirect: See footnote)
Common Stock
Artistry Acquisition Corp.
10% Owner
Holdings
- 0(indirect: See footnote)
Common Stock
Footnotes (4)
- [F1]This form is a joint filing by Celgene Corporation, a Delaware corporation ("Parent") and Artistry Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). This Form 3 relates to shares of common stock, par value $0.001 per share (the "Shares"), of Abraxis BioScience, Inc., a Delaware corporation ("Abraxis").
- [F2]As an inducement to Parent and Merger Sub entering into the Agreement and Plan of Merger, dated as of June 30, 2010 (the "Merger Agreement"), by and among Parent, Merger Sub and Abraxis, and in consideration thereof, certain of Abraxis' stockholders (each a "Committed Stockholder" and collectively, the "Committed Stockholders") entered into a Voting Agreement, dated as of June 30, 2010 (the "Voting Agreement"), pursuant to which each Committed Stockholder has agreed, among other things, to vote its respective Shares in favor of, or execute consents in favor of, the approval and adoption of the Merger Agreement, at any meeting of, or in connection with any proposed action by written consent of, the holders of Shares, on the terms and subject to the conditions set forth in the Voting Agreement.
- [F3]Parent and Merger Sub, by reason of the execution and delivery of the Voting Agreement, may be deemed to have shared voting power with the Committed Stockholders with respect to (and therefore beneficially own within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act")) an aggregate of 33,215,612 Shares (comprised of (i) 33,186,067 issued and outstanding Shares and (ii) vested options to purchase 29,545 Shares (which, upon issuance, will become New Shares as defined in the Voting Agreement), representing approximately 82% of Abraxis' issued and outstanding Shares (assuming 40,403,163 Shares issued and outstanding as of June 25, 2010, as represented by Abraxis in the Merger Agreement). Neither Parent nor Merger Sub have any pecuniary interest in the Shares and therefore do not have beneficial ownership of any Shares within the meaning of Rule 16a-1(a)(2) of the Exchange Act.
- [F4]Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Parent, Merger Sub or any other person that he, she or it is the beneficial owner of any of the shares referred to herein for purposes of Section 13(d) or Section 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Documents
Issuer
Abraxis BioScience, Inc.
CIK 0001409012
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001409012
Filing Metadata
- Form type
- 3
- Filed
- Jul 8, 8:00 PM ET
- Accepted
- Jul 9, 4:36 PM ET
- Size
- 9.0 KB