GLOBAL BLOOD THERAPEUTICS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The consummation of the Merger is subject to customary closing conditions,
including, among other things, (i) approval by the Company's stockholders of the
Merger Agreement, (ii) the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as
the receipt of certain non-
At the effective time of the Merger (the "Effective Time"), each of the
Company's issued and outstanding shares of common stock, par value
Each stock option outstanding immediately prior to the Effective Time, whether or not vested, will be canceled at the Effective Time and converted into the right of the holder to receive (i) the excess, if any, of the Merger Consideration over the exercise price per Share of the stock option, multiplied by (ii) the number of Shares subject to the stock option immediately prior to the Effective Time. Each restricted stock unit and performance stock unit outstanding immediately prior to the Effective Time will be canceled at the Effective Time and converted into the right of the holder to receive (i) the Merger Consideration multiplied by (ii) the number of Shares subject to such restricted stock unit or performance stock unit (as applicable) immediately prior to the Effective Time (assuming in the case of performance stock units, that all applicable performance measures, other than those tied to a price hurdle with respect to a Share (and not relative total shareholder return), are satisfied at the greater of (x) the target level of performance and (y) the actual level of performance (measured as of the Effective Time)). All performance stock units with performance measures that are tied to a price hurdle with respect to a Share (and not relative total shareholder return) will be forfeited at the Effective Time.
The Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Merger Agreement and the Effective Time, the Company has agreed to operate its business in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the Merger Agreement.
The Merger Agreement also contains a customary "no shop" provision that, in general, restricts the Company's ability to solicit third-party acquisition proposals or provide information to, or engage in discussions or negotiations with, third parties regarding or that would reasonably be likely to lead to any acquisition proposal. The no shop provision is subject to a customary "fiduciary out" provision that allows the Company, prior to receiving the approval of the Company's stockholders, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that could reasonably be expected to lead to a "Superior Company Proposal" (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Company Proposal upon payment to Parent of the Termination Fee discussed below.
The Merger Agreement includes customary termination provisions for both the
Company and Parent and provides that, in connection with the termination of the
Merger Agreement under specified circumstances, including termination by the
Company to accept a Superior Company Proposal, the Company will be required to
pay a fee equal to
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.
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The Merger Agreement and the foregoing descriptions of the Merger Agreement have
been included to provide investors with information regarding the terms of the
Merger Agreement. They are not intended to provide any other factual information
about the Company. The representations, warranties and covenants contained in
the Merger Agreement were made only as of specified dates for the purposes of
the Merger Agreement, were solely for the benefit of the parties to the Merger
Agreement and may be subject to qualifications and limitations agreed upon by
the parties. In particular, in reviewing the representations, warranties and
covenants contained in the Merger Agreement and discussed in the foregoing
description, it is important to bear in mind that such representations,
warranties and covenants were negotiated with the principal purpose of
allocating risk between the parties, rather than establishing matters as facts,
and may have been qualified by confidential disclosures. Such representations,
warranties and covenants may also be subject to a contractual standard of
materiality different from those generally applicable to stockholders and
reports and documents filed with the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 3.1 to this report and incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 2.1 Agreement and Plan of Merger, dated as ofAugust 7, 2022 , among Pfizer Inc.,Ribeye Acquisition Corp. andGlobal Blood Therapeutics, Inc. 3.1 Amendment to the Amended and Restated Bylaws ofGlobal Blood Therapeutics, Inc. 99.1 Joint Press Release of Pfizer Inc. andGlobal Blood Therapeutics, Inc. , datedAugust 8, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Cautionary Statement Regarding Forward-Looking Statements
This communication contains forwardlooking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, related to Parent, the
Company and the acquisition of the Company by Parent that are subject to risks,
uncertainties and other factors. 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 team. Readers can generally
identify forward-looking statements by the use of forward-looking terminology
such as "outlook," "potential," "continue," "may," "seek," "approximately,"
"predict," "believe," "expect," "plan," "intend," "poised," "estimate" or
"anticipate" and similar expressions or the negative versions of these words or
comparable words, as well as future or conditional verbs such as "will,"
"should," "would," "likely" and "could". Forward-looking statements include,
without limitation, statements regarding the transactions and related matters;
prospective performance and opportunities; post-closing operations and the
outlook for the companies' businesses; filings and approvals relating to the
transactions; the expected timing of the transactions; the ability to complete
the transactions considering the various closing conditions; and any assumptions
underlying any of the foregoing. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties and are cautioned not to place undue reliance on these
forward-looking statements. We can give no assurance that the plans, intentions,
expectations or strategies will be attained or achieved, and, furthermore,
actual results may differ materially from those described in the forward-looking
statements and will be affected by a variety of risks and factors that are
beyond our control, including, without limitation, uncertainties as to the
timing of the transactions; the risk that the transactions may not be completed
in a timely manner or at all; risks and uncertainties related to receiving the
approval of the Company's stockholders; the possibility that competing offers or
acquisition proposals for the Company will be made; the possibility that any or
all of the various conditions to the consummation of the transactions may not be
satisfied or waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals); the risks that
drug-related adverse events may be observed during commercialization or clinical
development; the risk that data and results may not meet regulatory requirements
or otherwise be sufficient for further development, regulatory review or
approval; risks related to clinical trials and other studies (including the
anticipated timing of clinical data, the funding therefor, anticipated patient
enrollment, trial outcomes, timing or associated costs)? the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement, including in circumstances which would require the Company
to pay a termination fee; the effect of the announcement or pendency of the
transactions contemplated by the Merger Agreement on the Company's ability to
retain and hire key personnel, its ability to maintain relationships with its
third-party payors, customers, distributors, suppliers and others with whom it
does business or its operating results and business generally; risks related to
diverting management's attention from the Company's ongoing business operations;
the risk that stockholder litigation in connection with the transactions
contemplated by the Merger Agreement may result in significant costs of defense,
indemnification and liability; difficulties or unanticipated expenses in
connection with integrating the companies; and other factors discussed in the
"Risk Factors" and the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of the Company's Annual Report on
Form 10-K for the year ended
Participants in the Solicitation
The Company and its directors, executive officers and other members of
management and employees, under
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Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of the Company by Parent. In connection with the proposed
transactions, the Company intends to file relevant materials with the
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made
in
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