Savient Pharm - On August 4, 2006, Savient Pharmaceuticals, Inc....

Savient Pharm - Recent Material Event

Item 1.01 Entry into a Material Definitive Agreement

See Item 2.01, which is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

On August 4, 2006, Savient Pharmaceuticals, Inc. (“Savient”) completed the sale of its oral liquid pharmaceuticals business (the “Rosemont Business”) for a purchase price of $176,000,000 in cash pursuant to a Purchase and Sale Agreement dated as of the same date (the “Purchase Agreement”), among Savient and Savient Pharma Holdings, Inc., a wholly owned subsidiary of Savient (the “Seller”), on the one hand, and INGLEBY (1705) Limited, on the other hand (the “Buyer”). The transactions contemplated by the Purchase Agreement are referred to as the “Rosemont Sale.” The Buyer is a company formed by Close Brothers Private Equity LLP for the purpose of consummating the Rosemont Sale.

Rosemont Pharmaceuticals Limited (“Rosemont”) is a wholly owned subsidiary of Acacia Biopharma Limited (“Acacia”), which is a wholly owned subsidiary of the Seller. Under the Purchase Agreement, the Buyer purchased all of the issued share capital of Acacia and the following assets: (i) patents and patent applications relating to tamoxifen citrate and simvastatin, (ii) trademarks and trademark applications relating to Rosemont and Soltamox™, (iii) the new drug application and the investigational new drug application filed with the U.S. Food and Drug Administration for Soltamox™, (iv) the Seller’s rights under agreements with Cytogen relating to Soltamox and (v) Savient’s rights relating to confidentiality and non-solicitation of Rosemont’s employees under confidentiality agreements with prospective buyers of the Rosemont Business. The Buyer would assume all the liabilities and obligations of the Savient Companies pursuant to or arising out of the agreements described in items (iv) and (v).

Under the Purchase Agreement, Savient has guaranteed the performance by the Seller of all of its obligations.

Under the Purchase Agreement, the Seller is obligated to indemnify the Buyer for any breach of representation or warranty of the Seller or Savient and any failure of the Seller or Savient to perform any covenant. There are no contractual limitations on these indemnification obligations arising out of breaches of covenants or breaches of the representations and warranties relating to corporate organization, qualification and power, capitalization, authority and the validity of the Seller’s title to the assets being acquired by the Buyer. The Seller’s indemnification obligations relating to breaches of representations and warranties other than those listed in the preceding sentence are subject to the following limitations:

•

Time Period for Claims. The representations and warranties survive until March 31, 2008, except that the tax representations would survive until the expiration of the applicable statute of limitations.


	•	Deductible. The Seller is liable for the portion of damages from indemnification claims relating to breaches of representations and warranties only to the extent the aggregate liability exceeds $1.0 million.


	•	Maximum Liability. The maximum aggregate liability of the Seller for all damages from indemnification claims relating to breaches of representations and warranties is $52.8 million.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the actual agreement, which is filed as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(b)

Pro Forma Financial Information

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR

SAVIENT PHARMACEUTICALS, INC.

The unaudited pro forma consolidated financial information shown below is based on audited and unaudited historical financial statements of Savient. The unaudited pro forma financial information presented reflects the estimated pro forma effect of the Rosemont Sale.

The unaudited pro forma consolidated statements are as follows:

•

An unaudited pro forma consolidated balance sheet as of June 30, 2006, giving effect to the disposition as if it occurred on June 30, 2006.


	•	An unaudited pro forma consolidated statement of operations for the six months ended June 30, 2006, giving effect to the disposition as if it occurred on January 1, 2006.


	•	An unaudited pro forma consolidated statement of operations for the three months ended June 30, 2006, giving effect to the disposition as if it occurred on January 1, 2006.


	•	An unaudited pro forma consolidated statement of operations for the year ended December 31, 2005, giving effect to the disposition as if it occurred on January 1, 2005.

The unaudited pro forma consolidated financial statements include specific assumptions and adjustments related to the Rosemont Sale. These pro forma adjustments have been made to illustrate the anticipated financial effect of the Rosemont Sale. The adjustments are based upon available information and assumptions that Savient believes are reasonable as of the date of this filing. However, actual adjustments may differ materially from the information presented. Some decisions regarding the use of sale proceeds have not yet been made. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated financial statements. These pro forma consolidated statements of operation do not include the anticipated net gain on disposition of $46.7 million. The pro forma financial statements, including notes thereto, should be read in conjunction with the historical financial statements of Savient included in our Annual Report on Form 10-K for the year ended December 31, 2005, and the unaudited financial statements filed in our Quarterly Report on Form 10-Q as of June 30, 2006 and for the three and six months ended June 30, 2006.

The unaudited pro forma consolidated financial information presented herein is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Rosemont Sale been completed as of the dates presented. The information is not representative of future results of operations or financial position.

Savient Pharmaceuticals, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
(In thousands, except share data)
As of June 30, 2006
(Unaudited)

			As Reported June 30, 2006			Business Disposition (a)			Pro Forma Adjustments				Pro Forma June 30, 2006

ASSETS
	Current Assets:
	Cash and cash equivalents	$	89,362		$	—		$	176,000		(b)	$	262,989
									(2,373	)	(c)
	Short-term investments					—
	Accounts receivable, net		11,948			(5,919	)		—				6,029
	Notes receivable					—			—
	Inventories, net		8,677			(2,951	)		—				5,726
	Prepaid expenses and other current assets		5,117			(711	)		1,590		(d)		5,996

	Total current assets		115,884			(9,581	)		175,217				281,520

	Property and equipment, net		7,147			(5,795	)		—				1,352
	Goodwill		40,121			(40,121	)		—				—
	Other intangibles, net		65,613			(65,613	)		—				—
	Other assets (including restricted cash of $1,280)		3,522			—			—				3,522


	Total assets	$	232,287		$	(121,110	)	$	175,217			$	286,394

LIABILITIES AND STOCKHOLDERS EQUITY
	Current Liabilities:
	Accounts payable	$	6,695		$	(3,716	)	$	32,497		(e)		35,476
	Other current liabilities		13,202			(3,394	)		2,688		(f)		12,496
	Deferred revenues		1,973			—			(1,973	)	(g)		—

	Total current liabilities		21,870			(7,110	)		33,212				47,972

	Deferred income taxes		19,728			(19,728	)		—				—

	Commitments and contingencies		—			—			—				—
	Stockholders’ Equity:
	Preferred stock – $.01 par value; 4,000,000 shares authorized; no shares issued		—			—			—				—
	Common stock – $.01 par value; 150,000,000 shares authorized; 61,754,000 shares issued and outstanding					—			—
	Additional paid in capital		222,346			—			—				222,346
	Accumulated deficit		(34,299	)		(92,160	)		140,986		(h)		15,546
									1,019		(i)
	Accumulated other comprehensive income		2,025			(2,112	)		—				(87	)

	Total stockholders’ equity		190,689			(94,272	)		142,005				238,422

	Total liabilities and stockholders’ equity	$	232,287		$	(121,110	)	$	175,217			$	286,394

Savient Pharmaceuticals, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Consolidated Balance Sheet

	a)	Reflects the balance sheet of the disposed oral liquid pharmaceutical business as of June 30, 2006, excluding cash and cash equivalents.

	b)	Reflects cash proceeds of $176,000,000 received at the closing of the sale of the oral liquid pharmaceutical business.

	c)	Cash amounting to $2,373,000 was retained by the disposed entity to cover certain costs including working capital adjustments, outstanding checks, retention bonuses, insurance expenses and taxes.

	d)	Tax refund due from U.K. taxing authorities.

	e)	Estimated tax due related to the oral liquid pharmaceutical business disposition.

	f)	Estimated disposition expenses incurred after June 30, 2006 related to the sale of the oral liquid pharmaceutical business.

	g)	The Company had previously deferred an upfront licensing fee related to Soltamox. At the closing of the sale of the oral liquid pharmaceutical business, all revenue previously deferred attributable to the Soltamox license will be recognized and included in the gain on sale of the oral liquid pharmaceutical business since the Soltamox license was included as part of the oral liquid pharmaceutical business disposition.

	h)	Cumulative impact of pro forma adjustments which result in a pro forma net gain on the sale of the oral liquid pharmaceutical business of approximately $46.7 million.

	i)	Disposition expenses incurred through June 30, 2006 related to the sale of the oral liquid pharmaceutical business. These expenses will be reclassified to be included in the gain on sale of the oral liquid pharmaceutical business.

Savient Pharmaceuticals, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
(In thousands, except per share data)
For the Six Months Ended June 30, 2006
(Unaudited)