Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Pursuant to the Merger Agreement, upon the terms and subject to the conditions
thereof, Purchaser will commence a tender offer (the "Offer") no later than
The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in Annex I to the Merger Agreement, including (i) that there will have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares beneficially owned by Novo and its affiliates, represent at least one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (iii) those other conditions set forth in Annex I to the Merger Agreement (collectively, the "Offer Conditions").
The Offer will initially expire at one minute after
Subject to the satisfaction or, to the extent waivable by Purchaser or Novo, waiver by Purchaser or Novo of the Offer Conditions, Purchaser will (i) promptly after the expiration date of the Offer accept for payment all Shares tendered and not validly withdrawn, pursuant to the Offer (the time of such acceptance, the "Offer Acceptance Time") and (ii) promptly after the Offer Acceptance Time pay for such Shares.
As soon as practicable following the Offer Acceptance Time, and upon the terms
and subject to the conditions set forth in the Merger Agreement and in
accordance with Section 251(h) of the Delaware General Corporation Law,
Purchaser will merge with and into Dicerna, with Dicerna surviving as a wholly
owned subsidiary of Novo (the "Merger"), without a meeting or vote of
stockholders of Dicerna. At the effective time of the Merger (the "Effective
Time"), the Shares not purchased pursuant to the Offer (other than Shares held
by Dicerna, Novo, Purchaser, any wholly owned subsidiary of Novo or Dicerna, or
by stockholders of Dicerna who have perfected their statutory rights of
appraisal under
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The Merger Agreement provides that, at the Effective Time, each compensatory option to purchase Shares (a "Dicerna Option") that is then outstanding and unexercised (whether or not vested), and has a per-Share exercise price that is less than the Merger Consideration (all Dicerna Options have a per-Share exercise price below such amount), will be cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the Merger Consideration over (y) the exercise price payable per-Share under such Dicerna Option, multiplied by (B) the total number of Shares subject to such Dicerna Option immediately prior to the Effective Time (without regard to vesting).
The Merger Agreement also provides that at the Effective Time, each restricted stock unit with respect to Shares (each a "Dicerna RSU") that is then outstanding will be cancelled and the holder will be entitled to receive a cash payment equal to the product of (A) the Merger Consideration and (B) the number of Shares subject to such Dicerna RSU (without regard to vesting).
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. Among other things, until the earlier of the termination of the Merger Agreement or the Effective Time, Dicerna has agreed to operate its business in the ordinary course consistent with past practice and has agreed to certain other operating covenants, as set forth fully in the Merger Agreement. The Merger Agreement also prohibits Dicerna's solicitation of proposals relating to alternative transactions and restricts Dicerna's ability to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such transaction, subject to certain limited exceptions.
The Merger Agreement also contains termination provisions for both Dicerna and
Novo and further provides that, upon termination of the Merger Agreement under
specified circumstances, including termination by Dicerna to accept and enter
into a definitive agreement with respect to an unsolicited superior offer,
Dicerna will be required to pay a termination fee of
Any termination of the Merger Agreement by Dicerna in connection with a superior
offer is subject to certain conditions, including Dicerna's compliance with
certain procedures set forth in the Merger Agreement and a determination by the
board of directors of Dicerna that such action is required by their fiduciary
duties to Dicerna's stockholders under applicable law, payment of the
Termination Fee by Dicerna and the concurrent execution of a definitive
agreement between Dicerna and such third party. In addition, either Dicerna or
Novo may terminate the Merger Agreement, at any time prior to the time Purchaser
accepts the Shares tendered pursuant to the Offer for payment, if the Merger has
not been consummated prior to
Additional Information
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 Current Report on Form 8-K.
The Merger Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Dicerna. The representations, warranties and covenants contained in the Merger Agreement were or will be made only as of specified dates for the purposes of the Merger Agreement, were (except as expressly set forth therein) solely for the benefit of the parties to the Merger Agreement, and may be subject to . . .
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedNovember 17, 2021 , by and amongDicerna Pharmaceuticals, Inc. , Novo Nordisk A/S, andNNUS New Research, Inc. .* 99.1 Press Release by Dicerna, datedNovember 18, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules to the Agreement and Plan of Merger have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any
such schedules to the
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