Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
The board of directors of each of the Company, Parent and Purchaser have unanimously approved the Merger Agreement. The board of directors of the Company (the "Board") recommends that stockholders of the Company accept the Offer and tender their Company Shares to Purchaser pursuant to the Offer.
Completion of the Offer is subject to the satisfaction or waiver of customary
conditions, including (i) there shall have been validly tendered (not including
any Company Shares tendered pursuant to guaranteed delivery procedures that have
not yet been "received," as such term is defined in Section 251(h) of the
General Corporation Law of the
At the effective time of the Merger (the "Effective Time"), each Company Share (other than any Company Shares (i) owned by Parent, Purchaser or the Company or by any other wholly owned subsidiary of Parent, Purchaser or the Company (or held in the Company's treasury) or (ii) as to which the holder is entitled to appraisal rights under the DGCL and has properly exercised and perfected such holder's demand for appraisal and, as of the Effective Time, has not effectively withdrawn or lost their rights to such appraisal and payment under the DGCL) outstanding immediately prior to the Effective Time, shall be converted into the right to receive the Offer Price (the "Merger Consideration"), without interest, subject to any applicable withholding taxes. Ultimate Parent has provided an unconditional and irrevocable guaranty of all of the payment and performance obligations of Parent and Purchaser under the Merger Agreement.
Each Company Option that is outstanding as of immediately prior to the Effective
Time (i) that would otherwise be eligible to vest in accordance with its terms
on or before
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such cancellation multiplied by (B) the excess, if any, of (x) the Merger
Consideration over (y) the exercise price payable per Company Share underlying
such Company Option, without interest. No holder of a cancelled Company Option
that has an exercise price per Company Share that is equal to or greater than
the Merger Consideration shall be entitled to any payment with respect to such
cancelled Company Option before or after the Effective Time. Except as described
above, each Company Option that is unvested and outstanding immediately prior to
the Effective Time shall be assumed by Ultimate Parent and converted into an
option to purchase ordinary shares, nominal value
The Merger Agreement contains customary representations, warranties and covenants, including covenants obligating the Company to continue to conduct its business in the ordinary course in all material respects, to cooperate in seeking regulatory approvals and not to engage in certain specified transactions or activities without Parent's prior consent. In addition, subject to certain exceptions, the Company has agreed not to solicit, initiate, knowingly facilitate or knowingly encourage the submission or announcement of any inquiries, proposals or offers that constitute or could reasonably be expected to lead to an acquisition proposal (as defined in the Merger Agreement), or take certain other restricted actions in connection therewith. Notwithstanding the foregoing, if the Company receives a bona fide written acquisition proposal from a third party after the date of the Merger Agreement that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and the Board determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal (as . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Compensation Arrangements
On
Item 8.01 Other Events.
On
Forward-Looking Statements
This report contains forward-looking statements. Forward-looking statements are
generally identified by the words "expects", "anticipates", "believes",
"intends", "estimates", "plans", "will be" and similar expressions. These
forward-looking statements include, without limitation, statements related to
the anticipated consummation of the acquisition of the Company by Parent and the
timing thereof, and other statements that are not historical facts. These
forward-looking statements are based on the Company's current expectations and
inherently involve significant risks and uncertainties. Actual results and the
timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties, which
include, without limitation, risks related to the Company's and Parent's ability
to complete the transaction on the proposed terms and schedule; whether the
tender offer conditions will be satisfied; whether sufficient stockholders of
the Company tender their shares in the transaction; the final terms and
conditions of Parent's financing for the transaction; the outcome of legal
proceedings that may be instituted against the Company and/or others relating to
the transaction; the failure (or delay) to receive the required regulatory
approvals relating to the transaction; the possibility that competing offers
will be made; disruption from the proposed transaction, making it more difficult
to conduct business as usual or maintain relationships with customers, employees
or suppliers; diversion of management's attention from the Company's ongoing
business operations; the occurrence of any event, change or other circumstance
that could give rise to the termination of the acquisition agreement, including
in circumstances that could require the Company to pay a termination fee, as
well as other risks related to the Company's business detailed from time-to-time
under the caption "Risk Factors" and elsewhere in the Company's filings and
reports filed with the
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Additional Information and Where to Find It
The Offer has not yet commenced, and this communication is neither a
recommendation nor an offer to purchase or a solicitation of an offer to sell
any shares of the common stock of the Company or any other securities. On the
commencement date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related documents,
will be filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedJanuary 31, 2021 , by and amongHorizon Therapeutics USA, Inc. ,Teiripic Merger Sub, Inc. ,Viela Bio, Inc. and solely for purposes of Sections 6.7 and 9.12 of the Merger Agreement, Horizon Therapeutics plc 10.1 Form of Tender and Support Agreement 99.1 Joint Press Release issuedFebruary 1, 2021 byViela Bio, Inc. and Horizon Therapeutics plc * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.The Company agrees to furnish supplemental copies of any omitted schedules to theSEC upon its request.
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