SEC Company Response from BeOne Medicines Ltd. (ONC, BEIGF) (CIK 0001651308) (ONC) — Feb 2, 2016
BeOne Medicines Ltd. (ONC, BEIGF) (CIK 0001651308)
Date: Feb. 2, 2016 · CIK: 0001651308 · Accession: 0001104659-16-093107
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207459
Referenced dates: February 1, 2016
Letter
VIA EDGAR AND FEDERAL EXPRESS Division of Corporation Finance Attention: Scot Foley Amendment No. 3 to Registration Statement on Form S-1 Filed January 19, 2016 File No. 333-207459
Dear Mr. Foley:
This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed on January 19, 2016 (the “Amendment No. 3”), as set forth in your letter dated February 1, 2016 addressed to Mr. John V. Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”). The Company is concurrently filing an Amendment No. 5 to the Registration Statement on Form S-1 (the “Amendment No. 5”), which includes changes to reflect responses to the Staff’s comments, as well as a Free Writing Prospectus (the “FWP”).
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the Amendment No. 5.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending a copy of each of this
letter, the Amendment No. 5 marked to show changes from the Amendment No. 3, the Amendment No. 5 marked to show changes from the Amendment No. 4 and the FWP.
Description of Share Capital
Claims Against the Company, page 239
1. Please include a new risk factor that addresses how the fee-shifting provision you intend to include in your amended articles of association may discourage shareholder lawsuits that could benefit you and your shareholders. To the extent you intend to apply this provision to claims under the federal securities laws, including claims involving the current offering, please disclose as such in your risk factor. In addition, it appears that the board of directors may waive this provision. Please expand your disclosure on page 239 to clarify the circumstances under which the board may determine not to enforce this provision.
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosures on pages 86 and 239.
***
If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 813-8853.
Sincerely,
/s/ Edwin O’Connor
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CORRESP 1 filename1.htm Edwin O’Connor 212-813-8853 EOConnor@goodwinprocter.com Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 February 2, 2016 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Scot Foley Re: BeiGene, Ltd. Amendment No. 3 to Registration Statement on Form S-1 Filed January 19, 2016 File No. 333-207459 Dear Mr. Foley: This letter is being submitted on behalf of BeiGene, Ltd. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed on January 19, 2016 (the “Amendment No. 3”), as set forth in your letter dated February 1, 2016 addressed to Mr. John V. Oyler, Chief Executive Officer and Chairman of the Company (the “Comment Letter”). The Company is concurrently filing an Amendment No. 5 to the Registration Statement on Form S-1 (the “Amendment No. 5”), which includes changes to reflect responses to the Staff’s comments, as well as a Free Writing Prospectus (the “FWP”). For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the Staff’s comments refer to the Registration Statement, and page references in the responses refer to the Amendment No. 5. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending a copy of each of this letter, the Amendment No. 5 marked to show changes from the Amendment No. 3, the Amendment No. 5 marked to show changes from the Amendment No. 4 and the FWP. Description of Share Capital Claims Against the Company, page 239 1. Please include a new risk factor that addresses how the fee-shifting provision you intend to include in your amended articles of association may discourage shareholder lawsuits that could benefit you and your shareholders. To the extent you intend to apply this provision to claims under the federal securities laws, including claims involving the current offering, please disclose as such in your risk factor. In addition, it appears that the board of directors may waive this provision. Please expand your disclosure on page 239 to clarify the circumstances under which the board may determine not to enforce this provision. RESPONSE: In response to the Staff’s comment, the Company has revised the disclosures on pages 86 and 239. *** 2 If you should have any questions concerning the enclosed matters, please contact the undersigned at (212) 813-8853. Sincerely, /s/ Edwin O’Connor Edwin O’Connor Enclosures cc: John V. Oyler, Chief Executive Officer and Chairman, BeiGene, Ltd. Howard Liang, Chief Financial Officer and Chief Strategy Officer, BeiGene, Ltd. Mitchell S. Bloom, Goodwin Procter LLP Michael J. Kendall, Goodwin Procter LLP Qing Nian, Goodwin Procter LLP Bruce K. Dallas, Davis Polk & Wardwell LLP 3