Item 1.01 Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Pursuant to the Merger Agreement, on the terms and subject to the conditions
thereof, Merger Sub will commence a cash tender offer (the "Offer") as promptly
as practicable after the date of the Merger Agreement but in no event later than
10 business days following the date of the Merger Agreement, to acquire all of
the issued and outstanding shares of common stock of the Company,
The obligation of Merger Sub to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in the Merger Agreement, including (1) that the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn, considered together with all other Shares (if any) otherwise beneficially owned by Parent or any of its wholly-owned subsidiaries (including Merger Sub) (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the Delaware General Corporation Law, as amended (the "DGCL")), would represent one more than 50% of the total number of Shares outstanding at the time of the expiration of the Offer; (2) the accuracy of the Company's representations and warranties, subject to certain materiality standards set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the Expiration Date (as defined in the Merger Agreement), as if made as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (3) compliance, or performance, by the Company in all material respects with all of its covenants and agreements it is required to comply with or perform under the Merger Agreement; (4) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement); (5) the absence of any injunction or other order issued by any court of competent jurisdiction or any law or order by any governmental entity of competent jurisdiction directly or indirectly prohibiting, or making illegal, consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined below) (collectively, the "Transactions"), or imposing a Burdensome Condition (as defined in the Merger Agreement) as a condition or consequence of consummating the Transactions; (6) the absence of an actual, imminent or threatened breach or repudiation of the Key Employee (as defined in the Merger Agreement) offer letters and restrictive covenant agreements (as further described below); (7) the continuation of employment of each Key Employee; and (8) the Merger Agreement not having been terminated in accordance with the terms of the Merger Agreement.
Following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). The Merger will be governed by Section 251(h) of the DGCL and effected without a vote of the Company stockholders. At the effective time of the Merger (the "Effective Time"), each Share (other than Shares that are (i) validly tendered and irrevocably accepted for purchase pursuant to the Offer, (ii) held by a holder who is entitled to demand and properly demands the appraisal of such Shares in accordance with Section 262 of the DGCL; (iii) owned by the Company or any subsidiary of the Company, or held in the Company's treasury immediately prior to the Effective Time; or (iv) owned by Parent or Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time) will be automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon (the "Merger Consideration") and in accordance with the terms of the Merger Agreement.
The Merger Agreement also provides that each Company stock option that is (i) (A) vested as of immediately prior to the Effective Time or (B) held by any non-employee director of the Company will be canceled in exchange for the right to receive an amount in cash, equal to the product of the excess, if any, of the Merger Consideration over the per-share exercise price of the applicable Company stock option, multiplied by the aggregate
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number of shares of Common Stock subject to such Company stock option
immediately before the Effective Time, (ii) unvested and held by a Non-Executive
Holder (as defined in the Merger Agreement) that would have (A) its first
vesting date on
Item 7.01 Regulation FD Disclosure.
On
A copy of the press release is furnished as Exhibit 99.3 to this report and incorporated herein by reference.
Item 8.01 Other Events.
In connection with the execution of the Merger Agreement, Parent and Merger Sub
entered into tender and support agreements (the "Support Agreements") with each
of BioDiscovery 5,
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the Support Agreements, copies of which are filed as Exhibits 99.1 and 99.2 to this Current Report and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, among other things, statements about the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction, as well as any assumptions underlying any of the foregoing. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the merger; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company's stockholders tendering their shares of common stock in the tender offer; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the merger 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); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require a termination fee or other expenses; (vii) the effect of the transaction announcement or pendency of the proposed transaction on the Company's ability to retain and hire key personnel, its ability to maintain relationships with its business partners, collaborators, vendors and others with whom it does business, its business generally or its stock price; (viii)
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risks related to diverting management's attention from the Company's ongoing
business operations; (ix) the risk that stockholder litigation in connection
with the proposed transaction may result in significant costs of defense,
indemnification and liability; and (x) other factors as set forth from time to
time in the Company's filings with the
Additional Information
The tender offer for the outstanding common stock of the Company has not yet
commenced. This communication does not constitute a recommendation, an offer to
purchase or a solicitation of an offer to sell the Company's securities. An
offer to purchase shares of the Company's common stock will only be made
pursuant to an Offer to Purchase and related tender offer materials. At the time
the tender offer is commenced, Merger Sub and Parent will file a Tender Offer
Statement on Schedule TO with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofOctober 3, 2022 , by and amongLogicBio Therapeutics, Inc. , Alexion Pharmaceuticals, Inc. andCamelot Merger Sub, Inc. 99.1 Tender and Support Agreement, dated as ofOctober 3, 2022 , by and among Alexion Pharmaceuticals, Inc.,Camelot Merger Sub, Inc. ,OrbiMed Israel Partners II, L.P. ,OrbiMed Private Investments VI, L.P. ,OrbiMed Genesis Master Fund, L.P. and The Biotech Growth Trust PLC. 99.2 Tender and Support Agreement, dated as ofOctober 3, 2022 , by and among Alexion Pharmaceuticals, Inc.,Camelot Merger Sub, Inc. and BioDiscovery 5. 99.3 Press Release issued byLogicBio Therapeutics, Inc. onOctober 3, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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