ARIAD Pharmaceuticals, Inc. (NASDAQ:ARIA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Supplemental Indenture

In connection with the closing of the Merger, the Company and
Wells Fargo Bank, N.A., as trustee (the Trustee)
entered into a Supplemental Indenture, dated as of February16,
2017 (the Supplemental Indenture), to the
Indenture, dated as of June17, 2014 (the
Indenture), between the Company and the Trustee,
relating to the Companys outstanding 3.625% Convertible Senior
Notes due 2019 (the Convertible Notes).

The Supplemental Indenture amends the Indenture to provide that,
upon consummation of the Merger, the right to convert the
Convertible Notes into Shares was changed to a right to convert
the Convertible Notes ( to, and subject to the conditions of, the
Indenture) solely into the Reference Property equal to $2,580.228
(without interest) per $1,000 principal amount of Convertible
Notes. However, if a conversion occurs on or after the date the
Company gives notice of the occurrence of the effective date of
the Merger, and on or prior to 5:00 p.m. New York City time on
the business day immediately prior to the Fundamental Change
Repurchase Date (as such term is defined in the Indenture)
applicable to the Merger, to Section15.03 of the Indenture
noteholders shall be entitled to receive, upon conversion,
$2592.0216 (without interest) per $1,000 principal amount of
Notes.

The foregoing description of the Supplemental Indenture does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Supplemental Indenture, which
is included as Exhibit 4.1 hereto and incorporated by reference
herein.

Item2.01 Completion of Acquisition or Disposition of
Assets.

As described in the Introductory Note above, on February16, 2017,
Purchaser accepted for payment all Shares validly tendered and
not properly withdrawn to the Offer on or prior to the Expiration
Time and will promptly pay for such Shares in accordance with the
terms of the Offer. Shortly thereafter, the Merger was completed
to Section251(h) of the DGCL, with no Company stockholder vote
required to consummate the Merger. At the Effective Time, the
Company became a wholly-owned subsidiary of Parent. As a result,
a change of control of the Company occurred.

The information contained in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this
Item2.01. The foregoing description of the Merger is qualified in
its entirety by reference to the Merger Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit
2.1 and is incorporated herein by reference.

Item3.01 Notice of Delisting or Failure to Satisfy a
Continuing Listing Rule or Standard; Transfer of
Listing.

On February16, 2017, in connection with the consummation of the
Offer and the Merger, the Company (i)notified the NASDAQ Stock
Market (NASDAQ) of the consummation of the
Merger and (ii)requested that NASDAQ (x)suspend trading of the
Shares effective before the opening of trading on February16,
2017, and (y)file with the SEC a Form 25 Notification of Removal
from Listing and/or Registration to delist and deregister the
Shares under Section12(b) of the Securities Exchange Act of 1934,
as amended (the Exchange Act). The Shares, which
previously traded under the symbol ARIA, ceased to be traded on
NASDAQ prior to the opening of trading on February16, 2017. The
Company intends to file with the SEC a Form 15 requesting that
the Shares be deregistered and that the Companys reporting
obligations under Sections 13 and 15(d) of the Exchange Act be
terminated.

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The information contained in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this
Item2.01.

Item3.03 Material Modification to Rights of Security
Holders.

The information contained in the Introductory Note and Items 2.01
and 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item3.03.

Item5.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01
and 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item5.01.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, each of the
positions of George W. Bickerstaff, III, Alexander J. Denner,
Ph.D., Jules Haimovitz, Paris Panayiotopoulos, Anna Protopapas,
Norbert G. Riedel, Ph.D., and Sarah J. Schlesinger, M.D. as
directors from the Board of Directors of the Company and as
members of Committees of the Board of Directors were terminated
as of the Effective Time.

From and after the Effective Time, in connection with the Merger
and in accordance with the terms of the Merger Agreement, the
director of Purchaser immediately prior to the Effective Time,
Christophe Bianchiwas appointed as the sole director of the
Company.

In connection with the consummation of the Merger, immediately
following the Effective Time, the Companys sole director removed
all of the existing officers of the Company, other than Paris
Panayiotopoulos and Manmeet Soni as officers of the Company.
Effective as of the close of business on February16, 2017, the
Companys sole director removed Paris Panayiotopoulos and Manmeet
Soni as officers of the Company. Each such former officer remains
an employee of the Company.

On February16, 2017, immediately following the Effective Time,
the Companys sole director appointed Christophe Bianchi as
President, Fabien Dubois as Treasurer, Patrick Butler as
Assistant Treasurer, Kenneth D. Greisman as Secretary and Paul
Sundberg as Assistant Secretary.

Except for Kenneth D. Greisman, whose information is provided
below, information regarding the new director and officers has
been previously disclosed in Schedule I of the Offer to Purchase
as filed with the Tender Offer Statement on Schedule TO,
originally filed by Takeda and Purchaser on January18, 2017.

Kenneth D. Greisman, 57, currently serves as senior vice
president, general counsel and secretary for Takeda
Pharmaceuticals U.S.A., Inc. He has been general counsel of
Takeda Pharmaceuticals U.S.A., Inc. since 2008.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Companys
certificate of incorporation, as amended and restated, and its
bylaws, as amended and restated, were each amended and restated
in their entirety, effective as of the Effective Time. Copies of
the certificate of incorporation and bylaws of the Company are
filed as Exhibits 3.1 and 3.2 hereto and are incorporated by
reference into this Item5.03.

Item8.01 Other Events

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On February16, 2017, the Company issued a notice to provide
holders of its Convertible Notes notice of a Make-Whole
Fundamental Change (as defined in the Indenture) as a result of
the consummation of the Merger. A copy of the notice is attached
hereto as Exhibit 99.1.

Item9.01 Exhibits.

(d) Exhibits

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About ARIAD Pharmaceuticals, Inc. (NASDAQ:ARIA)

ARIAD Pharmaceuticals, Inc. (ARIAD) is an oncology company. The Company is focused on transforming the lives of cancer patients with medicines. The Company’s product pipeline includes Iclusig (ponatinib), brigatinib, AP32788 and ridaforolimus. The Company’s Iclusig is a tyrosine kinase inhibitor (TKI) that is approved in the United States, the European Union, Australia, Switzerland, Israel and Canada for the treatment of adult patients with chronic myeloid leukemia (CML), and Philadelphia chromosome-positive acute lymphoblastic leukemia (Ph+ ALL). Its Brigatinib is an investigational inhibitor of anaplastic lymphoma kinase (ALK). Its AP32788 is a TKI, which is designed as a targeted therapy for patients with non-small cell lung cancer (NSCLC) with specific mutations in two kinases, epidermal growth factor receptor (EGFR), or human epidermal growth factor receptor 2 (HER2). Its Ridaforolimus is an investigational inhibitor of the mammalian target of rapamycin (mTOR).

ARIAD Pharmaceuticals, Inc. (NASDAQ:ARIA) Recent Trading Information

ARIAD Pharmaceuticals, Inc. (NASDAQ:ARIA) closed its last trading session 00.00 at 23.99 with 7,220,924 shares trading hands.