Item 8.01 Other Events.
On April 19, 2022, Checkmate Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and Regeneron Pharmaceuticals, Inc., a New York corporation
("Parent"), issued a joint press release announcing the execution of an
Agreement and Plan of Merger (the "Merger Agreement"), dated April 18, 2022, by
and among the Company, Parent, and Scandinavian Acquisition Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent. A copy of the
joint press release is attached as Exhibit 99.1 to this report and incorporated
herein by reference.
Forward-Looking Statements
This communication includes forward-looking statements that involve risks and
uncertainties relating to future events and the future performance of Regeneron
Pharmaceuticals, Inc. ("Regeneron") and Checkmate Pharmaceuticals, Inc.
("Checkmate"), and actual events or results may differ materially from these
forward-looking statements. Words such as "anticipate," "expect," "intend,"
"plan," "believe," "seek," "estimate," 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. Risks that
may cause these forward-looking statements to be inaccurate include, without
limitation: uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of Checkmate'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 difficulty of
predicting the timing or outcome of regulatory approvals or actions, if any; the
possibility that the transaction does not close; risks related to Regeneron's
ability to realize the anticipated benefits of the proposed acquisition,
including the possibility that the expected benefits from the proposed
acquisition will not be realized or will not be realized within the expected
time period and that Regeneron and Checkmate will not be integrated
successfully; the effects of the transaction on relationships with employees,
other business partners or governmental entities; negative effects of this
announcement or the consummation of the proposed acquisition on the market price
of Regeneron's or Checkmate's common stock and/or Regeneron's or Checkmate's
operating results; significant transaction costs; unknown liabilities; the risk
of litigation and/or regulatory actions related to the proposed acquisition; the
impact of SARS-CoV-2 (the virus that has caused the COVID-19 pandemic) on
Regeneron's or Checkmate's business and its employees, collaborators, and
suppliers and other third parties on which Regeneron and Checkmate rely;
Regeneron's, Checkmate's, and their collaborators' ability to continue to
conduct research and clinical programs; Regeneron's and Checkmate's ability to
manage their supply chains; Regeneron's ability to manage net product sales of
products marketed or otherwise commercialized by Regeneron and/or its
collaborators or licensees (collectively, "Regeneron's Products"); the nature,
timing, and possible success and therapeutic applications of Regeneron's
Products, product candidates being developed by Regeneron and/or its
collaborators or licensees (collectively, "Regeneron's Product Candidates"), and
product candidates being developed by Checkmate, such as vidutolimod; the extent
to which the results from the research and development programs conducted by
Regeneron,
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Checkmate, and/or their collaborators or licensees may be replicated in other
studies and/or lead to advancement of product candidates to clinical trials,
therapeutic applications, or regulatory approval; the potential of the Toll-like
receptor 9 (TLR9) agonist technology discussed in this press release;
uncertainty of the utilization, market acceptance, and commercial success of
Regeneron's Products, Regeneron's Product Candidates, and vidutolimod and the
impact of studies (whether conducted by Regeneron, Checkmate or others and
whether mandated or voluntary) on any of the foregoing or any potential
regulatory approval of Regeneron's Products, Regeneron's Product Candidates, and
vidutolimod; the likelihood, timing, and scope of possible regulatory approval
and commercial launch of Regeneron's Product Candidates and vidutolimod and new
indications for Regeneron's Products; the ability of Regeneron's and Checkmate's
collaborators, licensees, suppliers, or other third parties (as applicable) to
perform manufacturing, filling, finishing, packaging, labeling, distribution,
and other steps related to Regeneron's Products, Regeneron's Product Candidates,
and vidutolimod; the ability of Regeneron and/or its collaborators to
manufacture and manage supply chains for multiple products and product
candidates; safety issues resulting from the administration of Regeneron's
Products, Regeneron's Product Candidates, and vidutolimod in patients, including
serious complications or side effects in connection with the use of Regeneron's
Products, Regeneron's Product Candidates, and vidutolimod in clinical trials;
determinations by regulatory and administrative governmental authorities which
may delay or restrict Regeneron's ability to continue to develop or
commercialize Regeneron's Products, Regeneron's Product Candidates, or
Checkmate's ability to continue to develop or commercialize vidutolimod; and
competing drugs and product candidates that may be superior to, or more cost
effective than, Regeneron's Products, Regeneron's Product Candidates, or
vidutolimod. A more complete description of these and other material risks can
be found in Regeneron's and Checkmate's filings with the U.S. Securities and
Exchange Commission, including their Forms 10-K for the year ended December 31,
2021 as well as the Schedule TO and related tender offer documents to be filed
by Regeneron and Scandinavian Acquisition Sub, Inc., and the Schedule 14D-9 to
be filed by Checkmate, and, if applicable, the proxy statement referenced below.
Any forward-looking statements are made based on the current beliefs and
judgments of Regeneron's and Checkmate's management, and the reader is cautioned
not to rely on any forward-looking statements made by Regeneron or Checkmate.
Regeneron and Checkmate do not undertake any obligation to update (publicly or
otherwise) any forward-looking statement, including without limitation any
financial projection or guidance, whether as a result of new information, future
events, or otherwise.
Additional Information and Where to Find It
The tender offer referenced in this communication 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 Checkmate, nor is
it a substitute for the tender offer materials that Checkmate, Regeneron or its
acquisition subsidiary, Scandinavian Acquisition Sub, Inc., will file with the
Securities and Exchange Commission ("SEC"). The solicitation and offer to buy
Checkmate stock will only be made pursuant to an Offer to Purchase and related
tender offer materials that Regeneron intends to file with the SEC. At the time
the tender offer is commenced, Regeneron and its acquisition subsidiary will
file a Tender Offer Statement on Schedule TO and thereafter Checkmate will file
a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the tender offer. Under certain circumstances described in the
definitive transaction documents, Regeneron may determine to instead to
terminate or withdraw the offer and effect the transaction through a merger
only, in which case the relevant documents to be filed with the SEC will include
a proxy statement for the solicitation of votes of Checkmate stockholders to
approve the merger. CHECKMATE'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO
READ CAREFULLY THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND, IF APPLICABLE, THE
PROXY STATEMENT BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF CHECKMATE SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING WITH RESPECT TO THE TENDER OFFER, OR, IF
APPLICABLE, VOTING ON THE TRANSACTION. The Offer to Purchase, the related Letter
of Transmittal, certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, and if applicable, the proxy statement
will be made available to all stockholders of Checkmate at no expense to them
and will also be made available for free at the SEC's website at www.sec.gov.
Additional copies may be obtained for free by contacting either Regeneron or
Checkmate. Copies of the documents filed with the SEC by Checkmate will be
available free of charge on Checkmate's website at
https://ir.checkmatepharma.com or by contacting Checkmate's Investor Relations
Department at (617) 682-3625. Copies of the documents filed with the SEC by
Regeneron will be available free of charge on Regeneron's website at
https://investor.regeneron.com or by contacting Regeneron's Investor Relations
Department at invest@regeneron.com or (914) 847-7741.
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In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the Solicitation/Recommendation
Statement, and if applicable, the proxy statement, Regeneron and Checkmate each
file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports or other information
filed by Regeneron or Checkmate at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Regeneron's and Checkmate's
filings with the SEC are also available for free to the public from commercial
document-retrieval services and at the website maintained by the SEC at
http://www.sec.gov.
If the tender offer is terminated and the transaction is to be effected by
merger only, in which case, the approval of Checkmate stockholders must be
obtained, Regeneron, Checkmate and their respective directors and executive
officers may be deemed to be participants in any such solicitation of proxies
from Checkmate's stockholders in connection with the proposed transaction.
Information regarding Regeneron's directors and executive officers is available
in its proxy statement that was filed with the SEC; information regarding
Checkmate's directors and executive officers is available in its proxy statement
that was filed with the SEC. Other information regarding potential participants
in any such proxy solicitation will be contained in any proxy statement filed in
connection with the transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Joint Press Release, issued April 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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