CONCERT PHARMACEUTICALS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
Purchaser's obligation to accept for payment shares of Company Common Stock
validly tendered pursuant to the Offer is subject to the satisfaction or waiver
of certain conditions set forth in the Merger Agreement, including that
(i) there be validly tendered in accordance with the terms of the Offer (and
"received" as defined in Section 251(h) of the General Corporation Law of the
Following the consummation of the Offer, upon the terms and conditions set forth in the Merger Agreement and in accordance with the DGCL, Purchaser will merge with and into the Company (the "Merger"), with the Company as the surviving corporation in the Merger. The Merger will be governed by Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger.
Pursuant to the Merger, each issued and outstanding share of Company Common
Stock (other than shares of Company Common Stock (a) held in the treasury of the
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In addition, immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
• Each option to purchase Company Common Stock ("Company Option"), whether
vested or unvested, that has a per share exercise price that is less than
the Common Cash Amount that is outstanding and unexercised immediately
prior to the Effective Time will be cancelled and automatically converted
into the right to receive for each share of Company Common Stock
underlying such Company Option, without interest and subject to deduction
for any required withholding under applicable tax law, (i) an amount in
cash from Parent or the surviving corporation equal to the excess of the
Common Cash Amount over the per share exercise price of such Company
Option and (B) one CVR;
• Each Company Option that has a per share exercise price that is equal to
or more than the Common Cash Amount, whether vested or unvested, that is
outstanding and unexercised immediately prior to the Effective Time will
be cancelled and automatically converted into the right to receive for
each share of Company Common Stock underlying such Company Option,
without interest and subject to deduction for any required withholding
under applicable tax law, upon the occurrence of any Milestone Payment
(as defined in the CVR Agreement) a cash payment, if any, equal to
(A) the amount, if any, by which (i) the Common Cash Amount plus the
applicable Milestone Payment plus any Milestone Payment that was
previously paid in respect of such share of Company Common Stock
underlying such Company Option exceeds (ii) the per share exercise price
of such Company Option, minus (B) the gross amount of Milestone Payments
previously paid with respect to such share of Company Common Stock
underlying such Company Option; provided, however, that any Company
Option that has a per share exercise price equal to or greater than
$11.50 will be cancelled at the Effective Time without any consideration
payable therefor (whether in the form of cash or a CVR or otherwise)
whether before or after the Effective Time;
• Each restricted stock unit of the Company subject to vesting conditions
based solely on continued employment or service to the Company and its
subsidiaries ("Company RSU") that is outstanding immediately prior to the
Effective Time, whether vested or unvested, will be cancelled and
automatically converted into the right to receive for each share of
Company Common Stock underlying such Company RSU, without interest and
subject to deduction for any required withholding under applicable tax
law, (i) an amount in cash from Parent or the surviving corporation equal
to the Common Cash Amount and (ii) one CVR;
• Each restricted stock unit of the Company subject to performance-based
vesting conditions ("Company PSU") that is outstanding immediately prior
to the Effective Time, whether vested or unvested, will be cancelled and
automatically converted into the right to receive, at such time and
subject to the satisfaction of the same performance and vesting terms and
conditions as applied to such Company PSU immediately prior to the
Effective Time, for each share of Company Common Stock underlying such
Company PSU, without interest and subject to deduction for any required
withholding under applicable tax law, (i) an amount in cash from Parent
or the surviving corporation equal to the Common Cash Amount and (ii) one
. . .
Item 8.01. Other Information.
On
Forward Looking Statements
This communication contains express or implied forward-looking statements related to Sun Pharma, Concert and the acquisition of Concert by Sun Pharma, including express or implied forward-looking statements about deuruxolitinib, its therapeutic benefits and its regulatory development pathway, and the future operations and performance of Sun Pharma and Concert. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams. Words such as "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "target," variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Examples of such forward-looking statements include, but are not limited to, express or implied:
• statements regarding the transaction and related matters, prospective
performance and opportunities, post-closing operations and the outlook
for the companies' businesses;
• statements of targets, plans, objectives or goals for future
operations, including those related to Sun Pharma's and Concert's
products, product research, product development, product introductions
and product approvals as well as cooperation in relation thereto;
• statements containing projections of or targets for revenues, costs,
income (or loss), earnings per share, capital expenditures, dividends,
capital structure, net financials and other financial measures;
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• statements regarding future economic performance, future actions and
outcome of contingencies such as legal proceedings; and
• statements regarding the assumptions underlying or relating to such
statements.
These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Sun Pharma and Concert each caution that a number of important factors, including those described in this document, could cause actual results to differ materially from those contemplated in any forward-looking statements.
Factors that may affect future results and may cause these forward-looking
statements to be inaccurate include, but are not limited to: uncertainties as to
the timing of the tender offer and merger; uncertainties as to how many of
Concert's stockholders will tender their stock in the offer; the possibility
that competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction (or only grant approval subject to adverse
conditions or limitations); the possibility that the proposed transaction may
not be completed in the time frame expected by Sun Pharma and Concert, or at
all; failure to realize the anticipated benefits of the proposed transaction in
the time frame expected, or at all; the effects of the transaction on
relationships with employees, other business partners or governmental entities;
potential adverse reactions or changes to business relationships resulting from
the announcement or completion of the proposed transaction; significant or
unexpected costs, charges or expenses resulting from the proposed transaction;
negative effects of this announcement or the consummation of the proposed
acquisition on the market price of Sun Pharma's or Concert's common stock and/or
Sun Pharma's or Concert's operating results; the difficulty of predicting the
timing or outcome of regulatory approvals or actions; the risks related to
non-achievement of the CVR milestones and that holders of the CVRs will not
receive payments in respect of the CVRs; other business effects, including the
effects of industry, economic or political conditions outside of the companies'
control; transaction costs; actual or contingent liabilities; risk of litigation
and/or regulatory actions related to the proposed acquisition; adverse impacts
on business, operating results or financial condition in the future due to
pandemics, epidemics or outbreaks, such as COVID-19, and their impact on Sun
Pharma's and Concert's respective businesses, operations, supply chain, patient
enrollment and retention, clinical trials, strategy, goals and anticipated
milestones; government-mandated or market-driven price decreases for Sun
Pharma's or Concert's products; introduction of competing products; reliance on
information technology; Sun Pharma's or Concert's ability to successfully market
current and new products; Sun Pharma's, Concert's and their collaborators'
ability to continue to conduct research and clinical programs; exposure to
product liability and legal proceedings and investigations; and other risks and
uncertainties detailed from time to time in Concert's periodic reports filed
with the
Any forward-looking statements speak only as of the date of this communication and are made based on the current beliefs and judgments of Sun Pharma's and Concert's management, and the reader is cautioned not to rely on any forward-looking statements made by Sun Pharma or Concert. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Unless required by law, each of Sun Pharma and Concert is under no duty and undertakes no obligation to update or revise any forward-looking statement after the distribution of this communication, whether as a result of new information, future events or otherwise.
Additional Information And Where To Find It
The tender offer referenced in this document has not yet commenced. This
communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell securities of Concert, nor is it
a substitute for any tender offer materials that Sun Pharma, Concert or
Purchaser will file with the
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DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be sent to all stockholders of
Concert at no expense to them. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be made available for free at the
In addition to the Solicitation/Recommendation Statement, Concert files annual,
quarterly and current reports and other information with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 19, 2023 , by and among Sun Pharmaceutical Industries Ltd.,Foliage Merger Sub, Inc. andConcert Pharmaceuticals, Inc. 99.1 Joint Press Release issued onJanuary 19, 2023 by Sun Pharmaceutical Industries Ltd. andConcert Pharmaceuticals, Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company hereby undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the
request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934 for any schedules so furnished.
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