SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 1)*
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Flamel Technologies S.A.
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
338488109
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(CUSIP Number)
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James E. Flynn
Deerfield Capital, L.P.
780 Third Avenue, 37th Floor
New York, New York 10017
(212) 551-1600
With a copy to:
Mark I. Fisher, Esq.
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 29, 2011
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 338488109
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSONS
Deerfield Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,606,820 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,606,820 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,606,820 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.63%
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14
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TYPE OF REPORTING PERSON
PN
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(1) Comprised of 532,712 ordinary shares held by Deerfield Special Situations Fund, L.P., 1,432,534 ordinary shares beneficially owned by Deerfield Private Design Fund II, L.P. and 1,641,574 ordinary shares beneficially owned by Deerfield Private Design International II, L.P.
SCHEDULE 13D
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CUSIP No. 338488109
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSONS
Deerfield Special Situations Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
532,712
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
532,712
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,712
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.16%
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14
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP No. 338488109
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSONS
Deerfield Private Design Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,432,534
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9
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SOLE DISPOSITIVE POWER
0
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||
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10
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SHARED DISPOSITIVE POWER
1,432,534
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,432,534
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.81%
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14
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP No. 338488109
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSONS
Deerfield Private Design International II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,641,574
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,641,574
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,641,574
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.66%
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14
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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CUSIP No. 338488109
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Page 6 of 12 Pages
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1
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NAME OF REPORTING PERSONS
Deerfield Management Company, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
726,655 (2)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
726,655 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,655 (2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95%
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14
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TYPE OF REPORTING PERSON
PN
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(2) Comprised of 726,655 ordinary shares held by Deerfield Special Situations Fund International Limited.
SCHEDULE 13D
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CUSIP No. 338488109
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Page 7 of 12 Pages
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1
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NAME OF REPORTING PERSONS
Deerfield Special Situations Fund International Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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||
|
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
|
8
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SHARED VOTING POWER
726,655
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||
|
9
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SOLE DISPOSITIVE POWER
0
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||
|
10
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SHARED DISPOSITIVE POWER
726,655
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||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
726,655
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.95%
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14
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 338488109
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Page 8 of 12 Pages
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1
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NAME OF REPORTING PERSONS
James E. Flynn
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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||
|
4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
|
|
|
8
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SHARED VOTING POWER
4,333,475 (3)
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|
9
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SOLE DISPOSITIVE POWER
0
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||
|
10
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SHARED DISPOSITIVE POWER
4,333,475 (3)
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||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,333,475 (3)
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||
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.58%
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14
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TYPE OF REPORTING PERSON
IN
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(3) Comprised of 532,712 ordinary shares held by Deerfield Special Situations Fund, L.P., 726,655 ordinary shares held by Deerfield Special Situations Fund International Limited, 1,432,534 ordinary shares beneficially owned by Deerfield Private Design Fund II, L.P. and 1,641,574 ordinary shares beneficially owned by Deerfield Private Design International II, L.P.
CUSIP No. 338488109
The Schedule 13D filed on December 5, 2011 by (i) Deerfield Capital, L.P. (“Deerfield Capital”), (ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (iii) Deerfield Management Company, L.P. (“Deerfield Management”), (iv) Deerfield Special Situations Fund International Limited (“Deerfield Special Situations International”) and (v) James E. Flynn, a natural person (“Flynn”), with respect to the securities of Flamel Technologies (the “Company”), is hereby amended by this Amendment No. 1. This Amendment No. 1 to the Schedule 13D is filed by (i) Deerfield Capital, (ii) Deerfield Special Situations Fund, (iii) Deerfield Management, (iv) Deerfield Special Situations International, (v) Flynn, (vi) Deerfield Private Design Fund II, L.P. (“Deerfield Private Design II”) and (vii) Deerfield Private Design International II, L.P. (“Deerfield Private Design International II” and collectively with Deerfield Capital, Deerfield Special Situations Fund, Deerfield Management, Deerfield Special Situations International and Flynn the “Reporting Persons”). Only those items hereby reported in this Amendment No. 1 are amended and all other items remain unchanged. Terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D.
Item 2. Identity and Background.
Items 2(b), 2(c) and 2(f) of the Schedule 13D are amended and restated to read as follows:
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(b)
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The address of the principal business and/or principal office of Deerfield Capital, Deerfield Special Situations Fund, Deerfield Management, Deerfield Private Design II, Deerfield Private Design International II and Flynn is 780 Third Avenue, 37th Floor, New York, New York 10017. The address of the principal business and/or principal office of Deerfield Special Situations International is c/o Citi Hedge Fund Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8, British Virgin Islands.
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(c)
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Flynn is the sole member of the general partner of each of Deerfield Capital and Deerfield Management. Deerfield Capital is the general partner of Deerfield Special Situations Fund, Deerfield Private Design II and Deerfield Private Design International II and Deerfield Management is the investment manager of Deerfield Special Situations International. Deerfield Special Situations Fund, Deerfield Special Situations International, Deerfield Private Design II and Deerfield Private Design International II purchase, hold and sell securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D.
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(f)
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Deerfield Capital, Deerfield Special Situations Fund, Deerfield Management and Deerfield Private Design II are each organized under the laws of Delaware. Deerfield Special Situations International and Deerfield Private Design International II are each organized under the laws of the British Virgin Islands. Flynn is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended to include the following:
CUSIP No. 338488109
Deerfield Private Design II will utilize available cash assets in the aggregate amount of approximately $7,391,875.44 to acquire the New Shares (as defined below in Item 4). Deerfield Private Design International II will utilize available cash assets in the aggregate amount of approximately $8,470,521.84 to acquire the New Shares. Cash funds for the purchase of the New Shares were derived from general working capital, and includes funds provided by investors in Deerfield Private Design II and Deerfield Private Design International II, respectively.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and restated to read as follows:
The Reporting Persons have acquired the securities reported herein for investment purposes. The Reporting Persons have no intention to exert control over the management or operations of the Company, or to pursue any plans or proposals, other than on a consensual and cooperative basis. On December 29, 2011, the Reporting Persons agreed to acquire, on January 17, 2012, American Depositary Receipts representing 3,074,108 Ordinary Shares in a private transaction from entities affiliated with Oscar S. Schafer (the “New Shares”). The Reporting Persons have previously disclosed that they may develop plans or proposals for the Company relating to transactions designed to expand the Company’s current platform, including potential transactions with affiliates of the Reporting Persons. In that regard, the Reporting Persons have developed a proposal for the Company involving the acquisition by the Company of a private entity affiliated with the Reporting Persons. The Reporting Persons do not intend to exert any control over the decision by management or the Board of Directors to accept any proposals that have been submitted or could be submitted in the future and there is no assurance that any such proposal will be accepted by the Company or that a transaction relating to the proposal will be consummated. In light of such proposal, the purpose of the acquisition of the New Shares is to increase the Reporting Persons’ economic investment in the Company in order to benefit from any increase in value of Ordinary Shares that could result from the consummation of any such proposed transaction or from other activities of the company. The Reporting Persons may also seek to acquire additional currently outstanding securities of the Company. The foregoing proposal does not relate to any of the matters set forth in subsections (b) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c) of the Schedule 13D are amended and restated to read as follows:
The shares reported as beneficially owned by the Reporting Persons in this Amendment No. 1 to Schedule 13D include the New Shares.
(a)
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(1)
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Reporting Persons
|
Number of shares: 4,333,475
Percentage of shares: 17.58%
CUSIP No. 338488109
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(2)
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Deerfield Capital
|
Number of shares: 3,606,820 (comprised of shares held by Deerfield Special Situations Fund and beneficially owned by Deerfield Private Design II and Deerfield Private Design International II)
Percentage of shares: 14.63%
|
(3)
|
Deerfield Special Situations Fund
|
Number of shares: 532,712
Percentage of shares: 2.16%
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(4)
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Deerfield Private Design II
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Number of shares: 1,432,534
Percentage of shares: 5.81%
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(5)
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Deerfield Private Design International II
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Number of shares: 1,641,574
Percentage of shares: 6.66%
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(6)
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Deerfield Management
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Number of shares: 726,655 (comprised of shares held by Deerfield Special Situations International)
Percentage of shares: 2.95%
|
(7)
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Deerfield Special Situations International
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Number of shares: 726,655
Percentage of shares: 2.95%
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(8)
|
Flynn
|
|
Number of shares:
|
Number of shares: 4,333,475 (comprised of shares held by Deerfield Special Situations Fund and Deerfield Special Situations International and beneficially owned by Deerfield Private Design II and Deerfield Private Design International II)
|
Percentage of shares: 17.58%
(b)
|
(1)
|
Deerfield Capital
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 3,606,820
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,606,820
|
(2)
|
Deerfield Special Situations Fund
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 532,712
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 532,712
CUSIP No. 338488109
|
(3)
|
Deerfield Private Design II
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 1,432,534
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 1,432,534
|
(4)
|
Deerfield Private Design International II
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 1,641,574
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 1,641,574
|
(5)
|
Deerfield Management
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 726,655
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 726,655
|
(6)
|
Deerfield Special Situations International
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 726,655
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 726,655
|
(7)
|
Flynn
|
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,333,475
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,333,475
Flynn is the sole member of the general partner of each of Deerfield Capital and Deerfield Management. Deerfield Capital is the general partner of Deerfield Special Situations Fund, Deerfield Private Design II and Deerfield Private Design International II. Deerfield Management is the investment manager of Deerfield Special Situations International.
(c) Since the date of the filing of the Schedule 13D on December 5, 2011, the Reporting Persons effected the following transactions in the Ordinary Shares of the Company:
|
|
(1)
|
On December 29, 2011, Deerfield Private Design II agreed to acquire, on January 17, 2012, American Depositary Receipts representing 1,432,534 Ordinary Shares in a private transaction from entities affiliated with Oscar S. Schafer, at a purchase price of $5.16 per share.
|
CUSIP No. 338488109
|
|
(2)
|
On December 29, 2011, Deerfield Private Design International II agreed to acquire, on January 17, 2012, American Depositary Receipts representing 1,641,574 Ordinary Shares in a private transaction from entities affiliated with Oscar S. Schafer, at a purchase price of $5.16 per share.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
|
|
Item 6 of the Schedule 13D is amended and restated to read as follows:
|
On December 29, 2011, the Reporting Persons agreed to acquire, on January 17, 2012, American Depositary Receipts representing 3,074,108 Ordinary Shares in a private transaction from entities affiliated with Oscar S. Schafer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Exhibit 99.1
|
Joint Filing Agreement dated as of January 3, 2012 by and among the Reporting Persons.*
|
|
Exhibit 99.2
|
Power of Attorney.*
|
* Filed herewith.
CUSIP No. 338488109
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 3, 2012
|
DEERFIELD CAPITAL, L.P.
|
|||
|
By:
|
J.E. Flynn Capital LLC, General Partner | ||
|
By:
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/s/ Darren Levine | ||
|
Name:
|
Darren Levine | ||
|
Title:
|
Attorney-in-Fact
|
||
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
|||
|
By:
|
Deerfield Capital, L.P., General Partner | ||
|
By:
|
J.E. Flynn Capital LLC, General Partner | ||
|
By:
|
/s/ Darren Levine | ||
|
Name:
|
Darren Levine | ||
|
Title:
|
Attorney-in-Fact
|
||
|
DEERFIELD PRIVATE DESIGN FUND II, L.P.
|
|||
|
By:
|
Deerfield Capital, L.P., General Partner | ||
|
By:
|
J.E. Flynn Capital LLC, General Partner | ||
|
By:
|
/s/ Darren Levine | ||
|
Name:
|
Darren Levine | ||
|
Title:
|
Attorney-in-Fact
|
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DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
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By:
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Deerfield Capital, L.P., General Partner | ||
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By:
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J.E. Flynn Capital LLC, General Partner | ||
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By:
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/s/ Darren Levine | ||
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Name:
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Darren Levine | ||
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Title:
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Attorney-in-Fact
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DEERFIELD MANAGEMENT COMPANY, L.P.
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By:
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Flynn Management LLC, General Partner | ||
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By:
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/s/ Darren Levine | ||
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Name:
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Darren Levine | ||
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Title:
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Attorney-in-Fact
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DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
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By:
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/s/ Darren Levine | ||
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Name:
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Darren Levine | ||
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Title:
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Attorney-in-Fact
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JAMES E. FLYNN
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/s/ Darren Levine
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Darren Levine, Attorney-in-Fact
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CUSIP No. 338488109
Schedule A
General Partner of Deerfield Capital, L.P.
The general partner of Deerfield Capital is J.E. Flynn Capital LLC. The address of the principal business and/or principal office of Deerfield Capital and J.E. Flynn Capital LLC is 780 Third Avenue, 37th Floor, New York, New York 10017.
General Partner of Deerfield Special Situations Fund, L.P.
The general partner of Deerfield Special Situations Fund is Deerfield Capital. The address of the principal business and/or principal office of Deerfield Capital and Deerfield Special Situations LP is 780 Third Avenue, 37th Floor, New York, New York 10017.
General Partner of Deerfield Private Design Fund II, L.P.
The general partner of Deerfield Private Design II is Deerfield Capital. The address of the principal business and/or principal office of Deerfield Capital and Deerfield Private Design II is 780 Third Avenue, 37th Floor, New York, New York 10017.
General Partner of Deerfield Private Design International II, L.P.
The general partner of Deerfield Private Design International II is Deerfield Capital. The address of the principal business and/or principal office of Deerfield Capital and Deerfield Private Design International II is 780 Third Avenue, 37th Floor, New York, New York 10017.
General Partner of Deerfield Management Company, L.P.
The general partner of Deerfield Management is Flynn Management LLC. The address of the principal business and/or principal office of Deerfield Management and Flynn Management LLC is 780 Third Avenue, 37th Floor, New York, New York 10017.
Directors and Executive Officers of Deerfield Special Situations Fund International Limited
The directors and officers of Deerfield Special Situations International are Peter Young, James E. Flynn and Graham Cook. Peter Young’s and Graham Cook’s principal business is as corporate directors. James E. Flynn is the managing member of the general partner of Deerfield Capital and Deerfield Management. The address of the principal business and/or principal office of Peter Young and Graham Cook is Deerfield Special Situations International, c/o Citi Hedge Fund Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8, British Virgin Islands. The address of the principal business and/or principal office of James E. Flynn is 780 Third Avenue, 37th Floor, New York, New York 10017.
Exhibit 99.1
The undersigned agree that this Amendment No. 1 to Schedule 13D, and all amendments to the Schedule 13D, relating to the Ordinary Shares of Flamel Technologies shall be filed on behalf of the undersigned.
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DEERFIELD CAPITAL, L.P.
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ Darren Levine | |
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
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By:
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Deerfield Capital, L.P., General Partner | |
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ Darren Levine | |
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Darren Levine, Attorney-In-Fact
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DEERFIELD PRIVATE DESIGN FUND II, L.P.
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By:
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Deerfield Capital, L.P., General Partner | |
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ Darren Levine | |
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Darren Levine, Attorney-In-Fact
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DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
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By:
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Deerfield Capital, L.P., General Partner | |
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ Darren Levine | |
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Darren Levine, Attorney-In-Fact
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DEERFIELD MANAGEMENT COMPANY, L.P.
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By:
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Flynn Management LLC, General Partner | |
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By:
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/s/ Darren Levine | |
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
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By:
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/s/ Darren Levine | |
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Darren Levine, Attorney-In-Fact
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JAMES E. FLYNN
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/s/ Darren Levine
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Darren Levine, Attorney-in-Fact
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Exhibit 99.2
POWER OF ATTORNEY
Know all by these presents, each of the undersigned hereby constitutes and appoints Darren Levine, signing singly, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder and (ii) reports on Schedule 13G and Schedule 13D (and all amendments thereto) in accordance with Section 13 of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of securities by the undersigned;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or Schedule 13G or Schedule 13D, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be executed as of this 3rd day of January, 2012.
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DEERFIELD CAPITAL, L.P.
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ James E. Flynn | |
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James E. Flynn, President
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
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By:
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Deerfield Capital, L.P., General Partner | |
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ James E. Flynn | |
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James E. Flynn, President
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DEERFIELD PRIVATE DESIGN FUND II, L.P.
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By:
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Deerfield Capital, L.P., General Partner | |
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ James E. Flynn | |
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James E. Flynn, President
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DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
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By:
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Deerfield Capital, L.P., General Partner | |
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By:
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J.E. Flynn Capital LLC, General Partner | |
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By:
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/s/ James E. Flynn | |
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James E. Flynn, President
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DEERFIELD MANAGEMENT COMPANY, L.P.
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By:
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Flynn Management LLC, General Partner | |
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By:
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/s/ James E. Flynn | |
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James E. Flynn, President
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DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
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By:
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/s/ James E. Flynn | |
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James E. Flynn, Director
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JAMES E. FLYNN
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/s/ James E. Flynn
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