Bioverativ Inc. (NASDAQ:BIVV) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.Entry into a Material Definitive Agreement.
On May 22, 2017, Bioverativ Inc. (the Company) entered into an
Agreement and Plan of Merger (Merger Agreement) with True North
Therapeutics, Inc., a Delaware corporation, (True North), TITN
Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company (Merger Sub), and the Equityholders
Representative named therein. The Merger Agreement provides that,
upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into True North
(the Merger), with True North surviving the Merger. As a result
of the Merger, True North will become a wholly-owned subsidiary
of the Company.
Bioverativ agreed to pay merger consideration of $400 million
incash upon consummation of the transaction. In addition, to the
terms of the Merger Agreement, the equity holders of True North
will be eligible to receive from the Company (i) up to $375
million in regulatory and development milestone payments upon
achievement of specified regulatory and development milestones
and (ii) up to $50 million in sales milestone payments based on
achievement of an annual net sales milestone.
Following execution of the Merger Agreement, certain holders of
True North capital stock executed a written consent approving and
adopting the Merger and the Merger Agreement.
The Merger Agreement contains customary representations,
warranties, covenants and indemnities. The completion of the
Merger is subject to customary conditions, including the
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
The companies anticipate that the transaction will be completed
in mid-2017.
The upfront merger consideration is expected to be funded from
cash on hand and debt.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached as
Exhibit 2.1 hereto and incorporated herein by reference.
Item8.01.Other Events.
On May 23, 2017, the Company issued a press release announcing
the execution of the Merger Agreement. The press release is
attached as Exhibit 99.1 and is incorporated herein by reference.
Additional Information
The Merger Agreement has been attached as an exhibit to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other factual
information about the Company, True North or Merger Sub. The
representations, warranties and covenants contained in the Merger
Agreement were made only for the purposes of such agreement and
as of specified dates, were solely for the benefit of the parties
to such agreement, and may be subject to limitations agreed upon
by the contracting parties. The representations and warranties
may have been made for the purposes of allocating contractual
risk between the parties to the agreement instead of establishing
these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ
from those applicable to investors. Investors are not third-party
beneficiaries under the Merger Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or True North or any of their respective
subsidiaries or affiliates.In addition, the assertions embodied
in the representations and warranties contained in the Merger
Agreement are qualified by information in a confidential
disclosure schedule that the parties have exchanged. Accordingly,
investors should not rely on the representations and warranties
as characterizations of the actual state of facts, since (i) they
were made only as of the date of such agreement or a prior,
specified date, (ii) in some cases they are subject to
qualifications with respect to materiality, knowledge and/or
other matters, and (iii) they may be modified in important part
by the underlying disclosure schedule. Moreover, information
concerning the subject matter of the representations and
warranties may
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change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.
Item9.01.Financial Statements and Exhibits.
(d)Exhibits.*
|
ExhibitNo. |
Description |
|
2.1 |
Agreement and Plan of Merger by and among Bioverativ |
|
99.1 |
Press Release issued by Bioverativ Inc. on May 23, |
*The schedules to the Merger Agreement have been omitted from
this filing to Item 601(b)(2)of RegulationS-K.The Company will
furnish copies of such schedules to the SEC upon its request;
provided, however, that the Company may request confidential
treatment to Rule24b-2of the Exchange Act for any schedule so
furnished.
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About Bioverativ Inc. (NASDAQ:BIVV)
Bioverativ Inc. (Bioverativ) is a biotechnology company. The Company is focused on the discovery, research, development and commercialization of therapies for the treatment of hemophilia and other blood disorders. It markets approximately two products, including ELOCTATE [Antihemophilic Factor (Recombinant), Fc Fusion Protein], and ALPROLIX [Coagulation Factor IX (Recombinant), Fc Fusion Protein], extended half-life clotting-factor therapies for the treatment of hemophilia A and hemophilia B, respectively. ELOCTATE and ALPROLIX use a process known as Fc fusion to link recombinant factor VIII and factor IX, respectively, to a protein fragment in the body known as Fc. The fusion of the factor with the Fc protein fragment uses a naturally occurring pathway and is designed to extend the half-life of the factor thereby making the product last longer in a person’s blood than various factor therapies. Its pipeline includes BIVV 001(rFVIIIFc-VWF-XTEN) and BIVV 002 (rFIXFc-XTEN). Bioverativ Inc. (NASDAQ:BIVV) Recent Trading Information
Bioverativ Inc. (NASDAQ:BIVV) closed its last trading session down -2.19 at 52.50 with 773,665 shares trading hands.