Item 1.01. Entry into a Material Definitive Agreement.
On
The Merger Agreement has been unanimously approved by BridgeBio's Board of Directors (the "BridgeBio Board") and was approved by Eidos' Board of Directors (the "Eidos Board") based upon the unanimous recommendation of a special committee of independent directors of Eidos (the "Special Committee").
Under the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Initial Merger (the "Effective Time"), each share
of common stock, par value
Immediately prior to the Effective Time, (i) each option to purchase Eidos Common Stock (an "Eidos Option") will be converted into an option, on the same terms and conditions applicable to such Eidos Option immediately prior to the Effective Time, to purchase a specified number of shares of BridgeBio Common Stock, calculated pursuant to the terms of the Merger Agreement, and (ii) each outstanding award of shares of Eidos Common Stock that is subject to forfeiture conditions (subject to certain exceptions) (each, an "Eidos Restricted Share Award") will be converted into an award, on the same terms and conditions applicable to such Eidos Restricted Share Award immediately prior to the Effective Time, covering a number of whole restricted shares of BridgeBio Common Stock, calculated pursuant to the terms of the Merger Agreement, with any fractional shares being paid out to the holder of such Eidos Restricted Share Award in cash.
The Mergers are subject to various closing conditions, including, but not limited to, (i) approval of a majority of the shares of Eidos Common Stock held by stockholders other than (A) BridgeBio and any person or entity controlling, controlled by or under common control with BridgeBio (any such person, an "Affiliate") (including Merger Sub and Merger Sub II), (B) any director or officer of BridgeBio or its Affiliates (including Merger Sub and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Special Committee); (ii) approval of at least 66-2/3% of Eidos' outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the Delaware General Corporation Law); (iii) approval of the issuance of BridgeBio Common Stock (the "BridgeBio Share Issuance") by at least a majority of the votes cast by the holders of shares of the BridgeBio Common Stock voting on the matter; (iv) the absence of any statute, rule, order, decree or regulation prohibiting the Mergers; (v) the approval for listing of the BridgeBio Common Stock issuable to the holders of Eidos
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Common Stock on The Nasdaq Global Select Market ("Nasdaq"); (vi) the
The Merger Agreement includes customary representations, warranties and covenants, including, but not limited to, covenants by BridgeBio and Eidos to conduct their businesses in the ordinary course during the period between the execution of the Merger Agreement and consummation of the Mergers and to refrain from taking certain actions specified in the Merger Agreement.
Under the Merger Agreement, BridgeBio and Eidos have agreed to certain restrictions on their ability to solicit, initiate or knowingly encourage or induce, or take any other action designed to facilitate, any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions. Each of the BridgeBio Board, the Eidos Board (acting upon the recommendation of the Special Committee) or the Special Committee may change its recommendation in certain circumstances described in the Merger Agreement.
The Merger Agreement may be terminated, among other circumstances, (i) by either
party if the Mergers are not consummated by
For
Upon completion of the Mergers, shares of Eidos Common Stock currently listed on Nasdaq will cease to be listed on Nasdaq and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Voting Agreements
On
(i) vote in favor of the BridgeBio Share Issuance and any other actions necessary and desirable in connection with the BridgeBio Share Issuance, the Merger Agreement or any of the transactions contemplated by the Merger Agreement; (ii) vote against any action, agreement or proposal made in opposition to or in competition with the consummation of the BridgeBio Share Issuance or any of the transactions contemplated by the Merger Agreement;
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(iii) vote against any action, agreement or proposal involving BridgeBio or any of its subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of BridgeBio, Merger Sub or Merger Sub II under the Merger Agreement; (iv) vote against any amendment of the certificate of incorporation or bylaws of BridgeBio or any other action, agreement or proposal involving BridgeBio or any of its subsidiaries that would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement, the BridgeBio Share Issuance, or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the capital stock of BridgeBio; and (v) not transfer the shares of BridgeBio Common Stock that are subject to the applicable Voting Agreement, except under certain circumstances described in the Voting Agreements.
The Voting Agreements automatically terminate without any further action required by any person upon the earliest of (i) the effective time of the Mergers, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) any change in the recommendation of the BridgeBio Board with respect to the BridgeBio Share Issuance in response to a Parent Superior Proposal (as defined in the Merger Agreement), (iv) if the Merger Agreement is amended without the prior written consent of such stockholder party to the Voting Agreement, which amendment would materially increase the number of shares of BridgeBio Common Stock issuable in the Mergers or the other consideration payable by BridgeBio under the Merger Agreement, and (v) upon the mutual written agreement of such stockholder party to the Voting Agreement and Eidos.
The foregoing description of the Merger Agreement and the Voting Agreements are
not intended to be complete and are qualified in their entirety by reference to
the full text of the Merger Agreement, a form of the Voting Agreements entered
into by the stockholders party thereto and the Voting Agreement entered into by
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofOctober 5, 2020 , by and amongEidos Therapeutics, Inc. , BridgeBio Pharma, Inc.,Globe Merger Sub I, Inc. andGlobe Merger Sub II, Inc. 2.2 Form of Voting Agreement, datedOctober 5, 2020 , by and amongEidos Therapeutics, Inc. and members of the board of directors of BridgeBio Pharma, Inc. 2.3 Voting Agreement, datedOctober 5, 2020 , by and betweenEidos Therapeutics, Inc. andKKR Genetic Disorder L.P. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-Looking Statements
This communication contains forward-looking statements relating to the proposed transaction involving Eidos and BridgeBio, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction. Statements in this communication that are not statements of historical fact are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act, which are usually identified by the use of words such as "anticipates," "believes," "continues", "could", "estimates," "expects," "intends," "may," "plans," "potential", "predicts", "projects," "seeks," "should," "will," and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements are neither forecasts, promises nor guarantees, and are based on the current beliefs of Eidos's management and BridgeBio's management as well as assumptions made by and information currently available to Eidos and BridgeBio. Such statements reflect the current views of Eidos and BridgeBio with respect to future events and are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies and assumptions about Eidos and BridgeBio, including, without limitation, (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (ii) the risk that Eidos's and/or BridgeBio's stockholders may not approve the proposed transaction, (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, (iv) uncertainty as to the timing of completion of the proposed transaction, (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction, (vi) potential litigation relating to the proposed transaction that could be instituted against Eidos, BridgeBio or their respective directors and officers, including the effects of any outcomes related thereto, (vii) possible disruptions from the proposed transaction that could harm Eidos's or BridgeBio's business, including current plans and operations, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, (ix) uncertainty of the expected financial performance of each of Eidos and BridgeBio following completion of the proposed transaction, including the possibility that the expected synergies and value creation from the proposed transaction will not be realized or will not be realized within the expected time period, (x) the ability of Eidos and/or BridgeBio to implement their respective business strategies, (xi) the ability of each of Eidos or BridgeBio to continue its planned preclinical and clinical development of its respective development programs, and the timing and success of any such continued preclinical and clinical development and planned regulatory submissions, (xii) the potential therapeutic and clinical benefits of acoramidis, (xiii) inability to retain and
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hire key personnel and (xiv) the unknown future impact of the COVID-19 pandemic
delay on certain clinical trial milestones and/or Eidos's or BridgeBio's
operations or operating expenses. Although Eidos and BridgeBio believe that
Eidos's and BridgeBio's plans, intentions, expectations, strategies and
prospects as reflected in or suggested by these forward-looking statements are
reasonable, neither Eidos nor BridgeBio can give any assurance that the plans,
intentions, expectations or strategies will be attained or
achieved. Furthermore, actual results may differ materially from those described
in the forward-looking statements and will be affected by a number of risks,
uncertainties and assumptions, including, without limitation, those risks and
uncertainties described under the heading "Risk Factors" in Eidos's and
BridgeBio's most recent Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K filed with the
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving Eidos and BridgeBio, which will be submitted to Eidos's and
BridgeBio's stockholders for their consideration. BridgeBio intends to file a
registration statement on Form S-4 with the
Participants in the Solicitation
Eidos, BridgeBio and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
stockholders of Eidos in connection with the proposed transaction under the
rules of the
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No Offer or Solicitation
This material is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any 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 deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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