| Item 2.01. |
Completion of Acquisition or Disposition of Assets |
As previously disclosed, pursuant to the Merger Agreement, Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, par value $0.00001 per share (the “Shares”), at a price of (i) $26.00 per Share (the “Closing Amount”), in cash, plus (ii) one contingent value right (each, a “CVR”) per Share representing the right to receive a contingent payment of $10.00 per Share, in cash (the “Milestone Payment”) upon the achievement of the milestone set forth in, and subject to and in accordance with, the terms and conditions of that certain Contingent Value Right Agreement (the “CVR Agreement”), dated February 23, 2023, by and between Parent and American Stock Transfer & Trust Company, LLC, as rights agent (the Closing Amount plus one CVR collectively, the “Offer Price”), in each case, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 23, 2023 (as amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase and other related materials, each as amended or supplemented from time to time, the “Offer”).
The Offer expired at one minute following 11:59 p.m., Eastern Time, on February 23, 2023 (such date and time, the “Expiration Time”) and was not extended. According to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), 39,580,275 Shares were validly tendered and not validly withdrawn, representing approximately 86.3% of the issued and outstanding Shares as of the Expiration Time. As of the Expiration Time, a sufficient number of Shares were validly tendered and not validly withdrawn such that the minimum tender condition to the Offer was satisfied. Each condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment, on February 24, 2023, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. The Purchaser will promptly pay for all Shares accepted for payment pursuant to the Offer.
On February 24, 2023, following consummation of the Offer, Purchaser merged with and into the Company (the “Merger”), with the Company surviving as a direct wholly owned subsidiary of Parent. The Merger was governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the stockholders of the Company required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each Share (other than (i) Shares held by the Company (including in the Company’s treasury) or any direct or indirect wholly owned subsidiary of the Company, (ii) Shares held by Parent, Purchaser, or any other direct or indirect wholly owned subsidiary of Parent, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by stockholders of the Company who properly exercised and perfected their statutory rights of appraisal under the DGCL) was automatically converted into the right to receive the Offer Price, without interest and subject to any withholding of applicable taxes.
Pursuant to the Merger Agreement, each of the Company’s stock options (the “Options”) that was outstanding as of immediately prior to the Effective Time, except as specified in the Merger Agreement, was accelerated and became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time.
Each vested Company Option that had an exercise price less than the Closing Amount (an “In-the-Money Option”) that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive, without interest (a) cash in an amount equal to the product of (1) the total number of Shares subject to such In-the-Money Option as of immediately prior to the Effective Time multiplied by (2) the excess of the Closing Amount over the exercise price payable per Share under such In-the-Money Option, and (b) one CVR for each Share subject to such In-the-Money Option.
Each vested Company Option that had an exercise price equal to or greater than the Closing Amount (an “Underwater Option”) that was outstanding was cancelled and converted into the right to receive, from time to time upon the occurrence of the Milestone Payment Date (as defined in the CVR Agreement), an amount in cash equal to the product of (a) the total number of Shares subject to such Underwater Option immediately prior to the Effective Time multiplied by (b) the amount, if any, by which (1) the Closing Amount plus the Milestone Payment exceeds (2) the exercise price payable per Share under such Underwater Option.
