Introductory Note
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 27, 2022, Epizyme, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ipsen Pharma SAS, a French société par actions simplifiée (the “Parent”) and wholly owned subsidiary of Ipsen S.A., a French société anonyme (“Ipsen S.A.”), and Hibernia Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and wholly owned subsidiary of Ipsen Biopharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Parent.
Pursuant to the Merger Agreement, on July 12, 2022, the Purchaser commenced a tender offer (the “Offer”) for all of the Company’s outstanding shares of common stock, $0.0001 par value per share (the “Common Stock”), for (a) $1.45 per share of Common Stock, net to the seller in cash, without interest thereon (the “Cash Consideration”), plus (b) one (1) contractual contingent value right per share of Common Stock (a “CVR”), representing the right to receive one or more contingent payments upon the achievement of certain milestones, subject to and in accordance with a Contingent Value Rights Agreement (the “CVR Agreement”), by and between the Parent and Computershare Trust Company, N.A., as rights agent, of up to $1.00 in the aggregate, if any, at the times and subject to the terms and conditions of the CVR Agreement, without interest (the Cash Consideration plus one (1) CVR, collectively, the “Offer Price”).
The Offer, as extended, expired at 11:59 p.m., Eastern Time, on August 11, 2022 (the “Expiration Time”). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “Depositary and Paying Agent”), has advised the Company and the Purchaser that, as of the Expiration Time, 124,185,125 shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 74% of the outstanding shares of Common Stock as of the Expiration Time. Accordingly, the Minimum Condition (as defined in the Merger Agreement) to the Offer has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, on August 12, 2022, the Purchaser irrevocably accepted for payment all shares of Common Stock that were validly tendered, and not properly withdrawn, pursuant to the Offer. In addition, the Depositary and Paying Agent has advised the Company and the Purchaser that, as of the Expiration Time, 9,299,176 shares of Common Stock have been tendered by Notice of Guaranteed Delivery, representing approximately 6% of the issued and outstanding shares of Common Stock as of the Expiration Time. Payments for the shares of Common Stock accepted for payment pursuant to the Offer were made on August 11, 2022 and today to the Depositary and Paying Agent, which will transmit such payments to tendering Company stockholders whose shares of Common Stock have been accepted for payment in accordance with the terms of the Offer. The Cash Consideration was paid from available cash of the Parent or its affiliates.
As soon as practicable following the consummation of the Offer, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and without a meeting or a vote of the Company’s stockholders on August 12, 2022, the Purchaser was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the Merger as a wholly owned indirect subsidiary of the Parent.
Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders, each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares held in the treasury of the Company or owned by any subsidiary of the Company, the Parent, the Purchaser or any other subsidiary of the Parent, which will be canceled and will cease to exist and no consideration will be delivered in exchange therefor; and shares owned by the Company’s stockholders who have properly exercised and perfected their demands for appraisal of such shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the Effective Time, without any interest thereon and subject to applicable tax withholding (the “Merger Consideration”).
Pursuant to the Merger Agreement, the treatment of the Company’s equity awards was as follows:
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effective as of immediately prior to the Effective Time, each then-outstanding and unexercised option to purchase shares of Common Stock (each a “Company Stock Option” and collectively, the “Company Stock Options”) having an exercise price equal to or less than $1.23 (each such Company Stock Option, a “Cash-Out Option”) vested in full and was automatically canceled and converted into the right to receive for each share of Common Stock subject to such Cash-Out Option (i) the Merger Consideration (with the Cash Consideration being payable by the Surviving Corporation) minus (ii) the exercise price per share of such Cash-Out Option and less applicable tax withholding; |