UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary
Proxy Statement
¨ Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive
Additional Materials
x Soliciting
Material Pursuant to §240.14a-12
Trillium Therapeutics Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee
required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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¨ Fee paid previously with preliminary materials:
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statement number, or the Form or Schedule and the date of its filing:
(1) Amount previously paid: N/A
(2) Form, Schedule or Registration Statement No.:
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Dear Colleagues:
Earlier today, we have announced an important news that Trillium Therapeutics
has signed an agreement to be acquired by Pfizer, one of the world’s leading pharmaceutical companies. You can find a press release
jointly issued by Pfizer and Trillium here.
The dedication and hard work of this team has brought TTI-622 and TTI-621
to an exciting crossroads in our journey. This acquisition will allow us to access the vast resources and capabilities of Pfizer to maximize
the potential of our two investigational drugs, and accelerate their path to patients suffering from cancer.
There are natural uncertainty and many questions with an announcement
like this. Please join us at 9:00 for a Town Hall meeting to discuss details of the transaction.
Best regards,
Jan
Cautionary Note Regarding Forward-Looking Statements
To
the extent any statements made in this report contain information that is not historical, these statements are forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act
of 1934, as amended, and forward-looking information under Canadian securities law (collectively, “forward-looking statements”).
Certain statements in this report may constitute forward-looking statements, which reflect the expectations of Trillium’s management
regarding the business prospects and opportunities of Trillium and the Arrangement. The use of words such as “may,” “will,”
“could,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,”
“potential,” “continue” or the negative of such words or other similar expressions can be used to identify forward-looking
statements. Trillium’s actual results could differ materially from those stated or implied in forward-looking statements due to
a number of factors including but not limited to risks related to the satisfaction or waiver of the conditions to closing the proposed
transaction (including the failure to obtain necessary regulatory, court and Trillium’s securityholder approvals) in the anticipated
timeframe or at all, including the possibility that the proposed transaction does not close; the response of business partners and competitors
to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and
pendency of the proposed transaction; significant transaction costs; and unknown liabilities and the risk of litigation and/or regulatory
actions related to the proposed transaction. Please also refer to the factors discussed under “Risk Factors” and “Special
Note Regarding Forward-looking Information” in Trillium’s Annual Report on Form 10-K for the year ended December
31, 2020, with the U.S. Securities Exchange Commission (“SEC”), each as updated by Trillium’s continuous disclosure
filings, which are available at www.sec.gov and at www.sedar.com.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications
of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are
qualified in their entirety by its cautionary statement and are made as of the date of this document. Trillium disclaims any obligation
to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future results, events or developments, except as required by law.
Additional Information about the Arrangement
and Where to Find It
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote, consent or approval in any jurisdiction, nor shall there by any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. This communication has been prepared in respect of the transaction
involving Trillium, Pfizer and Purchaser pursuant to the terms of the Arrangement Agreement, and may be deemed to be soliciting material
relating to the transaction. In connection with the transaction, Trillium will file a management information circular and proxy statement
on Schedule 14A relating to a special meeting of the securityholders with the SEC and Canadian Securities Administrators (“CSA”).
Additionally, Trillium will file other relevant materials in connection with the transaction with the SEC. Securityholders of
Trillium are urged to read the management information circular and proxy statement and/or consent solicitation documents regarding the
transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment
decision with respect to the transaction because they will contain important information about the transaction and the parties to the
Arrangement Agreement. The definitive management information circular and proxy statement will be mailed to holders of Trillium’s
securityholders. Securityholders will be able to obtain a copy of the management information circular and proxy statement, as well as
other filings containing information about the transaction and the parties to the Arrangement Agreement made by Trillium with the SEC
and CSA free of charge on EDGAR at www.sec.gov, on SEDAR at www.sedar.com, or on Trillium’s website at www.trilliumtherapeutics.com.
Information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated into and
does not constitute a part of this document. We have included these website addresses only as inactive textual references and do not intend
them to be active links.
Participants in the Solicitation
Trillium and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the securityholders of Trillium in respect of the transaction. Information
about Trillium’s directors and executive officers is set forth in the proxy statement and management information circular
for Trillium’s Annual General and Special Meeting of Shareholders, which was filed with the SEC and CSA on April 30, 2021. Investors
may obtain additional information regarding the interest of such participants by reading the management information circular and proxy
statement regarding the Arrangement when it becomes available.
Trillium Social Media Posts
Twitter
LinkedIn
Cautionary Note Regarding Forward-Looking Statements
To
the extent any statements made in this report contain information that is not historical, these statements are forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act
of 1934, as amended, and forward-looking information under Canadian securities law (collectively, “forward-looking statements”).
Certain statements in this report may constitute forward-looking statements, which reflect the expectations of Trillium’s management
regarding the business prospects and opportunities of Trillium and the Arrangement. The use of words such as “may,” “will,”
“could,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “projects,” “seeks,” “endeavor,”
“potential,” “continue” or the negative of such words or other similar expressions can be used to identify forward-looking
statements. Trillium’s actual results could differ materially from those stated or implied in forward-looking statements due to
a number of factors including but not limited to risks related to the satisfaction or waiver of the conditions to closing the proposed
transaction (including the failure to obtain necessary regulatory, court and Trillium’s securityholder approvals) in the anticipated
timeframe or at all, including the possibility that the proposed transaction does not close; the response of business partners and competitors
to the announcement of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and
pendency of the proposed transaction; significant transaction costs; and unknown liabilities and the risk of litigation and/or regulatory
actions related to the proposed transaction. Please also refer to the factors discussed under “Risk Factors” and “Special
Note Regarding Forward-looking Information” in Trillium’s Annual Report on Form 10-K for the year ended December
31, 2020, with the U.S. Securities Exchange Commission (“SEC”), each as updated by Trillium’s continuous disclosure
filings, which are available at www.sec.gov and at www.sedar.com.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications
of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are
qualified in their entirety by its cautionary statement and are made as of the date of this document. Trillium disclaims any obligation
to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future results, events or developments, except as required by law.
Additional Information about the Arrangement
and Where to Find It
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote, consent or approval in any jurisdiction, nor shall there by any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. This communication has been prepared in respect of the transaction
involving Trillium, Pfizer and Purchaser pursuant to the terms of the Arrangement Agreement, and may be deemed to be soliciting material
relating to the transaction. In connection with the transaction, Trillium will file a management information circular and proxy statement
on Schedule 14A relating to a special meeting of the securityholders with the SEC and Canadian Securities Administrators (“CSA”).
Additionally, Trillium will file other relevant materials in connection with the transaction with the SEC. Securityholders of
Trillium are urged to read the management information circular and proxy statement and/or consent solicitation documents regarding the
transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment
decision with respect to the transaction because they will contain important information about the transaction and the parties to the
Arrangement Agreement. The definitive management information circular and proxy statement will be mailed to holders of Trillium’s
securityholders. Securityholders will be able to obtain a copy of the management information circular and proxy statement, as well as
other filings containing information about the transaction and the parties to the Arrangement Agreement made by Trillium with the SEC
and CSA free of charge on EDGAR at www.sec.gov, on SEDAR at www.sedar.com, or on Trillium’s website at www.trilliumtherapeutics.com.
Information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated into and
does not constitute a part of this document. We have included these website addresses only as inactive textual references and do not intend
them to be active links.
Participants in the Solicitation
Trillium and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from the securityholders of Trillium in respect of the transaction. Information
about Trillium’s directors and executive officers is set forth in the proxy statement and management information circular
for Trillium’s Annual General and Special Meeting of Shareholders, which was filed with the SEC and CSA on April 30, 2021. Investors
may obtain additional information regarding the interest of such participants by reading the management information circular and proxy
statement regarding the Arrangement when it becomes available.
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