VICTORIA, Dec. 19, 2019 /CNW/ - ILJIN SNT Co., Ltd. ("ILJIN SNT"), announces the sale of common shares of Aurinia Pharmaceuticals Inc. ("Aurinia") and the entrance into the Put Settlement Agreement (as defined below) in respect of the Put Option Agreement which was disclosed in ILJIN SNT's November 13, 2019 Early Warning Report.
Between December 9, 2019 and December 11, 2019, ILJIN SNT sold 1,000,000 shares in open market transactions. Such shares were sold in multiple transactions at a price per common share ranging from US$15.28 to US$18.21. The sales were all made under a Form 144 filed in the United States with the Securities and Exchange Commission to allow ILJIN SNT, at its sole discretion, to be allowed to sell the maximum allowable number of common shares under the volume restrictions of Rule 144(2) of the Securities Act of 1933.
On December 18, 2019, NH Investment & Securities Co., Ltd., a financial services company headquartered in South Korea ("NH") and Mr. Chin Kyu Huh, chairman of ILJIN SNT ("Mr. Huh") entered into an agreement with respect to the Put Option (the "Put Settlement Agreement") pursuant to which Mr. Huh agreed to purchase 3,410,892 Common Shares, representing the 3,890,000 Common Shares subject to the Put Option, less 479,108 Common Shares previously sold by NH on the open market, for an aggregate purchase price of KRW24,500,000,000. Mr. Huh will purchase (i) 2,980,892 Common Shares from NH for KRW21,566,000,000 and (ii) 430,000 Common Shares from NH's affiliated fund for a purchase price equal to the USD-converted amount of KRW2,934,000,000. NH and its affiliated fund will be required to transfer such Common Shares to Mr. Huh before December 31, 2019. As NH is obligated to transfer such Common Shares to Mr. Huh and Mr. Huh is obligated to acquire such Common Shares within 60 days, Mr. Huh is deemed to beneficially own the entire 3,410,892 Common Shares.
Including the common shares that are subject to the Put Settlement Agreement, ILJIN SNT has or is deemed to have beneficial ownership of, or control and direction over, 13,043,113 Common Shares and 666,666 warrants, each warrant entitling the holder to acquire one Common Share ("Warrants"), which represents 12.0% of the currently outstanding Common Shares.
All calculations as to percentage ownership are based on 109,070,405 Common Shares outstanding as of December 12, 2019, as reported in Aurinia's prospectus supplement No. 4 dated December 9, 2019, filed December 10, 2019 on SEDAR.
SOURCE ILJIN SNT Co. Ltd.
For further information: or to obtain a copy of the early warning report filed by ILJIN SNT, please contact Woo Young Choi at +82-2-707-9742. ILJIN SNT Co., Ltd., 45, Mapo-daero, Mapo-gu, Seoul, South Korea 04167