Current Report Filing (8-k)
July 02 2020 - 2:28PM
Edgar (US Regulatory)
0001269021
false
12/31
0001269021
2020-07-01
2020-07-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2020
Portola Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
|
|
001-35935
(Commission
File Number)
|
|
20-0216859
(IRS Employer
Identification No.)
|
270 E. Grand Avenue
South San Francisco, California
(Address of Principal Executive Offices)
|
|
94080
(Zip Code)
|
Registrant’s telephone number, including
area code: (650) 246-7300
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934:
Title of each class
|
|
Trading
symbol
|
|
Name of each exchange
on which registered
|
Common Stock
|
|
PTLA
|
|
The Nasdaq Global Select Market
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Introductory Note
As previously disclosed, Portola Pharmaceuticals, Inc., a Delaware
corporation (“Portola” or the “Company”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”), dated as of May 5, 2020, with Alexion Pharmaceuticals, Inc., a Delaware corporation
(“Alexion”), and Odyssey Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary
of Alexion (“Purchaser”). Pursuant to the Merger Agreement, Purchaser conducted a tender offer (the “Offer”)
to purchase all of the issued and outstanding shares of common stock of Portola, par value $0.001 per share (the “Shares”),
at a price of $18.00 per Share (the “Offer Price”), net to the seller thereof in cash, without interest
and subject to any applicable withholding taxes.
The Offer expired one minute after 11:59 p.m., Eastern
Time, on July 1, 2020 (the “Offer Expiration Time”) as scheduled and was not extended. According to
American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”),
62,654,962 Shares were validly tendered and not validly withdrawn, which represented approximately 79.7% of the outstanding
Shares as of the expiration of the Offer and a sufficient number of Shares such that the minimum tender condition to the
Offer was satisfied. In addition, the Depositary has advised that Notices of Guaranteed Delivery have been delivered with
respect to 2,701,052 additional Shares, representing approximately 3.4% of the outstanding Shares as of the expiration of
the Offer. Each condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment all Shares
that were validly tendered and not validly withdrawn.
On July 2, 2020, following consummation of the Offer, Purchaser
merged with and into Portola (the “Merger”), with Portola surviving as a direct, wholly owned subsidiary
of Alexion (the “Surviving Corporation”). 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, each Share, other than Shares held (i) by stockholders who validly
exercised appraisal rights under Section 262 of the DGCL, (ii) by Alexion, Purchaser or any other direct or indirect wholly owned
subsidiary of Alexion or Purchaser, (iii) in Portola’s treasury, or (iv) by Portola or any of its direct or indirect wholly
owned subsidiaries, were canceled and converted into the right to receive the Offer Price, in each case without interest and subject
to any applicable withholding taxes.
The foregoing summary of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 7, 2020, which is incorporated
herein by reference.
Item 2.01.
|
Completion of Acquisition or Disposition of Assets
|
As described in the Introductory Note above, on July 2, 2020,
Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer, on or prior
to the Offer Expiration Time. Shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote
of the stockholders of the Company required to consummate the Merger. Upon the consummation of the Merger, Portola became a direct,
wholly owned subsidiary of Alexion.
The aggregate consideration paid by Purchaser in the Offer
and Merger was approximately $1.4 billion, without giving effect to related transaction fees and expenses. Alexion provided
Purchaser with the necessary funds to fund the Offer and the Merger through cash on hand.
The information contained in the
Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01.
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
|
In connection with the consummation of the Merger, the Company
(i) notified the Nasdaq Global Select Market (“NASDAQ”) of the consummation of the Merger and (ii) requested that
NASDAQ (A) suspend trading of the Shares effective before the opening of trading on July 2, 2020 and (B) file with the Securities
and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company
also intends to file with the Securities and Exchange Commission a Form 15 under the Exchange Act, requesting that the Company’s
reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03.
|
Material Modification to Rights of Security Holders
|
The information contained in the Introductory Note and Items
2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01.
|
Changes in Control of Registrant
|
The information contained in the Introductory Note and Items
2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02.
|
Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
Pursuant to the terms of the Merger Agreement, at the effective
time of the Merger, the directors and officers of Purchaser as of immediately prior to the effective time of the Merger became
the directors and officers of the Surviving Corporation. Aradhana Sarin, M.D. assumed the roles of Director and President of the
Surviving Corporation, Michael Elloian assumed the roles of Director and Treasurer of the Surviving Corporation and Douglas Barry
assumed the roles of Director and Secretary of the Surviving Corporation.
Information about Dr. Sarin, Mr. Elloian and Mr. Barry is contained
in the Offer to Purchase, dated May 27, 2020, filed by Alexion and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on May 27, 2020, which information is incorporated herein by reference.
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
Pursuant to the terms of the Merger Agreement, as of the effective
time of the Merger, the Company’s amended and restated certificate of incorporation and the Company’s amended and restated
bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report
on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 2, 2020
|
|
PORTOLA PHARMACEUTICALS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Aradhana Sarin
|
|
|
|
Name: Aradhana Sarin
|
|
|
|
Title: Director and President
|
Portola Pharmaceuticals (NASDAQ:PTLA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Portola Pharmaceuticals (NASDAQ:PTLA)
Historical Stock Chart
From Jul 2023 to Jul 2024