INTREXON CORPORATION (NYSE:XON) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets |
On June16, 2017, Intrexon Corporation, a Virginia corporation
(Intrexon), completed the acquisition of GenVec, Inc., a
Delaware corporation (GenVec), to the terms of the
Agreement and Plan of Merger, dated as of January24, 2017, by and
among Intrexon, Intrexon GV Holding, Inc., a Delaware corporation
and indirect wholly-owned subsidiary of Intrexon (Merger
Sub), and GenVec (the Merger Agreement). to the terms
of the Merger Agreement, on June16, 2017, Merger Sub was merged
with and into GenVec, with GenVec continuing as the surviving
corporation and as a wholly-owned subsidiary of Intrexon
(theMerger). As a result of the Merger, each share of
GenVec common stock, $0.001 per share (other than shares owned by
Intrexon or Merger Sub) was converted into the right to receive
consideration equal to (i)0.297 shares of Intrexon common stock,
no par value per share (Intrexon Stock), and cash in lieu
of fractional shares of Intrexon Stock, and (ii)one contingent
payment right.
The foregoing summary of the Merger Agreement, the Merger and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement furnished as Annex A to the
Registration Statement on Form S-4, as amended, initially filed
by Intrexon with the Securities and Exchange Commission
(theCommission) on March17, 2017 and declared effective on
May12, 2017, which is incorporated herein by reference.
| Item7.01 | Regulation FD Disclosure |
On June16, 2016, Intrexon issued a press release announcing the
transactions described above. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
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Exhibit No. |
Description |
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| 2.1 |
Agreement and Plan of Merger, dated as of January24, 2017, by and among Intrexon, GenVec and Intrexon GV Holding, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Registration Statement on FormS-4, filed by Intrexon with the Commission on May 11, 2017). |
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| 99.1 | Press Release, dated June 16, 2017. |
About INTREXON CORPORATION (NYSE:XON)
Intrexon Corporation (Intrexon) forms collaborations to create biologically based products and processes using synthetic biology. The Company designs, builds and regulates gene programs, which are deoxyribonucleic acid (DNA) sequences that consist of genetic components. The Company’s synthetic biology capabilities include the ability to control the amount, location and modification of biological molecules to control the function and output of living cells and optimize for desired results at an industrial scale. Its technologies combine the principles of precision engineering, statistical modeling, automation and production at an industrial scale. The Company’s technologies include UltraVector gene design and fabrication platform, and its associated library of modular DNA components; Cell Systems Informatics; RheoSwitch inducible gene switch; AttSite Recombinases; Protein Engineering; Laser-Enabled Analysis and Processing, or LEAP, and ActoBiotics platform.