RA PHARMACEUTICALS, INC. (NASDAQ:RARX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.
On December 17, 2019, Ra Pharmaceuticals, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider a proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 9, 2019, by and among the Company, UCB S.A., a société anonyme formed under the laws of Belgium (“UCB”), and Franq Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UCB (“Merger Sub”), to which, among other matters and on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of UCB.
As of the close of business on November 12, 2019, the record date of the Special Meeting, there were 47,145,946 shares of common stock of the Company, par value $0.001 per share (“Company Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 33,903,571 shares of Company Common Stock, representing approximately 71.91% of the outstanding shares of Company Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.
At the Special Meeting, Company stockholders considered one proposal, which is described in more detail in a definitive proxy statement filed by the Company with the Securities and Exchange Commission on November 15, 2019, as supplemented on December 6, 2019 (the “Proxy Statement”). The final results regarding the proposal are set forth below.
Proposal No. 1: Approval of the Merger Proposal
The Company’s stockholders approved the proposal to adopt the Merger Agreement (the “Merger Proposal”). The voting results for the Merger Proposal were as follows:
In connection with the Merger, on October 23, 2019, the Company and UCB filed the notification and report forms required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice. UCB voluntarily withdrew its October 23, 2019 notification and report form effective November 22, 2019 and re-filed such form on November 26, 2019. The review of the transaction is ongoing, and the parties are actively working with the government to facilitate that process. In order to provide the FTC with additional time to complete its current review of the proposed Merger, UCB is voluntarily withdrawing its November 26, 2019 notification and report form effective December 18, 2019. UCB intends to re-file such form in January 2020. Following such re-filing, the waiting period applicable to the Merger will expire at 11:59 p.m., New York City time, on the date that is 30 calendar days after the date of such re-filing, unless (a) the period is shortened and the transaction receives “early termination,” (b) the period is lengthened by a subsequent withdrawal and re-refiling of UCB’s notification and report form, and/or (c) the period is lengthened by a reviewing agency that issues a request for additional information and documentary material. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, on the date that is 30 calendar days after substantial compliance by UCB and the Company with such request, unless such waiting period is extended voluntarily by the parties or terminated earlier by the reviewing agency.
The Company continues to anticipate that the Merger will be consummated by the end of the first quarter of 2020, assuming satisfaction or waiver of all of the conditions to the Merger.
About RA PHARMACEUTICALS, INC. (NASDAQ:RARX)
Ra Pharmaceuticals, Inc. is a United States-based clinical-stage biopharmaceutical company. The Company focuses on the development of therapeutics for diseases of complement dysregulation and a range of orphan indications. It utilizes small molecules and peptide approaches to address pathological targets in the complement cascade. It has leveraged the Extreme Diversity peptide chemistry platform to develop a portfolio of products that selectively inhibit the complement system and other immune targets. Its main program, RA101495, is a macrocyclic peptide inhibitor of complement component 5 (C5), which is in Phase I stage of development for the treatment of paroxysmal nocturnal hemoglobinuria (PNH). RA101495 binds a site on the C5 protein to inhibit cleavage into C5a and C5b, thereby preventing red blood cell lysis by inhibiting the production and assembly of the membrane attack complex (MAC). RA101495 is being developed as an alternative to eculizumab therapy for patients with PNH.
