COLUCID PHARMACEUTICALS, INC. (NASDAQ:CLCD) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets. |
The Offer and related withdrawal rights expired as scheduled at
one minute past 11:59 p.m., New York City time, on Tuesday,
February28, 2017 (such date and time, the Expiration Time)
without being extended. Computershare Trust Company, N.A., the
depositary for the Offer, has advised that, as of the Expiration
Time, 17,410,607 Shares (excluding Shares tendered to guaranteed
delivery procedures that were not yet delivered in satisfaction
of such guarantee) had been validly tendered and not validly
withdrawn to the Offer, representing approximately 90.3% of the
aggregate number of then issued and outstanding Shares, together
with all Shares that CoLucid would be required to issue to any
then-outstanding warrants, options, restricted stock units,
benefit plans or obligations, securities or instruments
convertible or exchangeable into, or rights exercisable for,
Shares immediately prior to the Expiration Time. Accordingly, the
minimum tender condition to the Offer has been satisfied. As a
result of the satisfaction of the foregoing condition and each of
the other conditions to the Offer, Purchaser has accepted for
payment all Shares that were validly tendered, and not validly
withdrawn, to the Offer. In addition, the depositary has advised
that, as of the Expiration Time, 214,472 Shares have been
tendered by Notice of Guaranteed Delivery, representing
approximately 1.1% of the aggregate number of then issued and
outstanding Shares, together with all Shares that CoLucid would
be required to issue to any then-outstanding warrants, options,
restricted stock units, benefit plans or obligations, securities
or instruments convertible or exchangeable into, or rights
exercisable for, Shares immediately prior to the Expiration Time.
On March1, 2017, to the terms of the Merger Agreement and in
accordance with Section251(h) of the Delaware General Corporation
Law (the DGCL), Purchaser was merged with and into CoLucid (the
Merger), with CoLucid being the surviving corporation. Upon
completion of the Merger, CoLucid became a wholly-owned
subsidiary of Lilly.
At the effective time of the Merger (the Effective Time), and as
a result of the Merger, each Share issued and outstanding
immediately prior to the Effective Time was converted into the
right to receive the Offer Price (the Merger Consideration) in
cash, without interest thereon and subject to any required tax
withholding, other than (i)Shares owned by Purchaser, Lilly,
CoLucid (or held in CoLucids treasury) or any direct or indirect
wholly-owned subsidiary of Lilly immediately prior to the
Effective Time, or (ii)Shares held by any stockholder that was
entitled to demand and properly demanded appraisal of such Shares
to, and who complied in all respects with, Section262 of the DGCL
and who, as of the Effective Time, had neither effectively
withdrawn nor lost such stockholders rights to such appraisal and
payment under the DGCL with respect to such Shares.
The Offer was made only for Shares, and not for outstanding stock
options or restricted stock units issued by CoLucid. Holders of
outstanding vested but unexercised stock options or restricted
stock units issued by CoLucid could participate in the Offer only
if they first exercised such stock options or became vested in
such restricted stock units and settled them for Shares in
accordance with the terms of the applicable equity incentive plan
and other applicable agreements of CoLucid and tendered such
Shares, if any, issued upon such exercise or in connection with
such settlement. Any such exercise or settlement should have been
completed sufficiently in advance of the Expiration Time to
assure the holder of such outstanding stock options or restricted
stock units that the holder had sufficient time to comply with
the procedures for tendering Shares.
In addition, immediately prior to the Effective Time, each stock
outstanding option, whether vested or unvested, was terminated
and canceled and each holder of such stock option became entitled
to receive (a)a lump sum cash payment in the amount of the Merger
Consideration, less the exercise price of such option, subject to
any required withholding taxes, multiplied by the number of
Shares issuable under such option, if the exercise price of the
option was less than the Merger Consideration, or (b)no
consideration, if the exercise price of the option was greater
than or equal to the Merger Consideration.
In addition, immediately prior to the Effective Time, each
outstanding restricted stock unit, whether vested or unvested,
was canceled in exchange for the right to receive from CoLucid,
and will receive a lump sum cash payment equal to (x)the number
of Shares subject to such restricted stock unit, multiplied by
(y)the Merger Consideration, subject to any required withholding
taxes.
The aggregate cash consideration paid by Lilly and Purchaser in
the Offer and Merger was approximately $957.7million, without
giving effect to related transaction fees and expenses. Lilly and
Purchaser funded the consideration paid to stockholders in the
Offer and to the Merger through Lillys cash on hand and
borrowings at prevailing effective rates under Lillys commercial
paper program.
The foregoing summary description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by
reference to the terms of the Merger Agreement, which is included
as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, CoLucid notified
the NASDAQ Stock Market (NASDAQ) on March1, 2017 that the Merger
was consummated and trading of the Shares on NASDAQ has been
suspended. Accordingly, NASDAQ has filed a notification of
delisting of the Shares from NASDAQ and deregistration of the
Shares under Section12(b) of the Securities Exchange Act of 1934,
as amended (the Exchange Act) on Form 25 with the SEC. CoLucid
intends to file a certification on Form 15 with the SEC to cause
CoLucids reporting obligations under Sections 13 and 15(d) of the
Exchange Act to be suspended.
| Item3.03 |
Material Modification to Rights of Security Holders. |
To the extent required by Item3.03 of Form 8-K, the information
disclosed under Item2.01 and Item5.01 of this Current Report on
Form 8-K is incorporated by reference into this Item3.03.
| Item5.01 | Changes in Control of Registrant. |
As a result of the Purchasers acceptance for payment of all
Shares that were validly tendered and not validly withdrawn in
accordance with the terms of the Offer and the consummation of
the Merger to Section251(h) of the DGCL, on March1, 2017, a
change in control of CoLucid occurred and CoLucid is now a
wholly-owned subsidiary of Lilly.
The information disclosed under Item2.01 and Item3.01 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 Merger, and to the terms of the Merger
Agreement, each of Mark Corrigon, Martin W. Edwards, Alison
Lawton, Luc Marengere, Thomas P. Mathers, Arthur M. Pappas and
Marvin L. White resigned from his or her respective position as a
member of the Board of Directors, and any committee thereof, of
CoLucid, effective at the Effective Time. Following the Merger
and to the terms of the Merger Agreement, at the Effective Time,
the directors of Purchaser as of immediately prior to the
Effective Time, Darren J. Carroll, Martin Bott and Joshua Smiley,
became the directors of CoLucid. Information concerning the new
directors has been previously disclosed in the Tender Offer
Statement on ScheduleTO, filed by Purchaser and Lilly with the
SEC on January31, 2017 (together with the exhibits and annexes
thereto and as amended or supplemented from time to time, the
ScheduleTO), and is incorporated herein by reference.
Following the Merger and to the terms of the Merger Agreement, at
the Effective Time, the officers of Purchaser immediately prior
to the Effective Time became the officers of CoLucid following
the Effective Time, with Darren J. Carroll appointed as President
of CoLucid, Joshua Smiley appointed as Vice President and
Treasurer of CoLucid, Bronwen Mantlo appointed as Secretary of
CoLucid and David P. Lewis appointed as Vice President, Corporate
Tax and Assistant Treasurer of CoLucid. Information concerning
the new officers has been previously disclosed in the Schedule TO
and is incorporated herein by reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the terms of the Merger Agreement, at the Effective Time:
(i)the certificate of incorporation of CoLucid was amended and
restated to read in its entirety in a form as mutually agreed by
Lilly and CoLucid; and (ii)the bylaws of CoLucid were amended and
restated to read in their entirety as the bylaws of Purchaser in
effect immediately prior to the Effective Time. The amended and
restated certificate of incorporation and amended and restated
bylaws of CoLucid are filed as Exhibits 3.1 and 3.2 hereto,
respectively, and are incorporated by reference herein.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Title |
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| 2.1 |
Agreement and Plan of Merger, dated as of January17, 2017, by and among CoLucid Pharmaceuticals, Inc., Eli Lilly and Company and ProCar Acquisition Corporation (incorporated by reference to Exhibit 2.1 of CoLucids Current Report on Form8-K filed with the SEC on January18, 2017). |
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| 3.1 |
Amended and Restated Certificate of Incorporation of CoLucid Pharmaceuticals, Inc. |
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| 3.2 | Amended and Restated Bylaws of CoLucid Pharmaceuticals, Inc. |
About COLUCID PHARMACEUTICALS, INC. (NASDAQ:CLCD)
CoLucid Pharmaceuticals, Inc. is a Phase III clinical-stage biopharmaceutical company. The Company is engaged in developing a small molecule for the acute treatment of migraine headaches. Its product candidates address the needs of migraine patients, including those with cardiovascular risk factors or stable cardiovascular disease and those dissatisfied with existing therapies. Lasmiditan, the Company’s lead product candidate, is an oral tablet for the acute treatment of migraine in adults. Lasmiditan selectively targets 5-HT1F receptors expressed in the trigeminal pathway in the central nervous system (CNS). Lasmiditan is designed to penetrate the CNS and block the pathway that contributes to headache pain. It is developing IV lasmiditan for the acute treatment of headache pain associated with migraine in adults, to be used in emergency rooms and urgent care settings. The Company is conducting its Phase III randomized, double-blind, placebo-controlled clinical trial of lasmiditan. COLUCID PHARMACEUTICALS, INC. (NASDAQ:CLCD) Recent Trading Information
COLUCID PHARMACEUTICALS, INC. (NASDAQ:CLCD) closed its last trading session 00.00 at 46.53 with 127,085 shares trading hands.