SIENTRA, INC. (NASDAQ:SIEN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Amendment to Agreement and Plan of
Merger
On June25, 2017, Sientra, Inc. (the Company), Desert Acquisition
Corporation, a wholly-owned subsidiary of the Company
(Purchaser), and Miramar Labs, Inc. (Miramar) entered into
Amendment No.1 to Agreement and Plan of Merger (the Amendment) to
the Agreement and Plan of Merger (the Merger Agreement) by and
among the Company, Purchaser and Miramar. to the Merger
Agreement, and upon the terms and subject to the conditions
thereof, Purchaser has agreed to commence a cash tender offer to
acquire all of the outstanding shares of Miramars common stock
(the Offer) for a purchase price of (i)$0.3149 per share, in
cash, without interest (the Cash Portion) and (ii)the contractual
right (a CVR), to the Contingent Value Rights Agreement in the
form attached as Annex II to the Merger Agreement (as it may be
amended from time to time, the CVR Agreement), to receive one or
more contingent payments upon the achievement of certain
milestones as set forth in the CVR Agreement, without interest
(the CVR Portion, and together with the Cash Portion, the Offer
Price), subject to any applicable withholding and upon the terms
and subject to the conditions of the Merger Agreement. Following
the consummation of the Offer, subject to customary conditions,
Purchaser will be merged with and into Miramar (the Merger) and
Miramar will become a wholly-owned subsidiary of the Company.
The Amendment (a)permits the Merger to be effected as a
short-form merger to applicable provisions of the Delaware
General Corporation Law, including Section253, and (b)grants to
Purchaser an irrevocable right to purchase (the Top-Up), which
Purchaser will be deemed to have exercised immediately following
the consummation of the Offer, if necessary, to purchase from
Miramar a number of newly issued shares of its common stock (the
Shares) at a price per share equal to the Offer Price (the Top-Up
Shares) equal to the lowest number of Shares that, when added to
the Shares already owned by Purchaser (and, if applicable,
Parent) following the consummation of the Offer, constituting one
Share more than 90% of the Shares, but not less than one share
more than 90% of the Shares then outstanding (after giving effect
to the Top-Up).
Other than as expressly modified to the Amendment, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission by the Company on June12, 2017, remains in full force
and effect. The foregoing description of the Amendment and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Amendment, a
copy of which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
Important Additional Information and Where to Find
It
In connection with the Companys proposed acquisition of Miramar,
Purchaser will commence a tender offer for all of the outstanding
shares of Miramar. Such tender offer has not yet commenced. This
communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell
shares of Miramar, nor is it a substitute for the tender offer
materials that the Company and Purchaser will file with the
United States Securities and Exchange Commission (the SEC) upon
commencement of the tender offer. At the time that the tender
offer is commenced, the Company and Purchaser will file tender
offer materials on Schedule TO with the SEC, and Miramar will
file a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC with respect to the offer. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY
MIRAMARS STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. Both the tender offer statement and the
solicitation/recommendation statement will be made available to
Miramars stockholders free of charge. A free copy of the tender
offer statement and the solicitation/recommendation statement
will also be made available to all stockholders of Miramar by
contacting Miramar at 2790 Walsh Avenue, Santa Clara, California,
by phone at (408)579-8700, or by visiting Miramars website
(miramarlabs.com). In addition, the tender offer statement and
the solicitation/recommendation statement (and all other
documents filed with the SEC) will be available at no charge on
the SECs website (www.sec.gov) upon filing with the SEC. MIRAMARS
STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENT AND
THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE
THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE TRANSACTION.
Forward Looking Statements
This document contains certain statements that constitute
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding the
satisfaction of conditions to the completion of the proposed
transaction and the expected completion of the proposed
transaction, as well as other statements that are not historical
fact. These forward-looking statements are based on currently
available information, as well as the Companys views and
assumptions regarding future events as of the time such
statements are being made. Such forward looking statements are
subject to inherent risks and uncertainties. Accordingly, actual
results may differ materially and adversely from those expressed
or implied in such forward-looking statements. Such risks and
uncertainties include, but are not limited to, the potential
failure to satisfy conditions to the completion of the proposed
transaction due to the failure to
receive a sufficient number of tendered shares in the tender
offer, as well as those described in cautionary statements
contained elsewhere herein and in the Companys periodic reports
filed with the SEC including the statements set forth under Risk
Factors set forth in the Companys most recent annual report on
Form 10-K and the Companys most recent quarterly report on Form
10-Q, the Tender Offer Statement on Schedule TO (including the
offer to purchase, the letter of transmittal and other documents
relating to the tender offer) to be filed by the Company and
Purchaser, and the Solicitation/Recommendation Statement on
Schedule 14D-9 to be filed by Miramar. As a result of these and
other risks, the proposed transaction may not be completed on the
timeframe expected or at all. These forward-looking statements
reflect the Companys expectations as of the date of this report.
While the Company may elect to update any such forward-looking
statements at some point in the future, the Company specifically
disclaims any obligation to do so, even if our expectations
change, except as required by law.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
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| 2.1 |
Amendment No.1 to Agreement and Plan of Merger, dated as of June25, 2017 by and among Sientra, Inc., Desert Acquisition Corporation and Miramar Labs, Inc. |
Sientra, Inc. ExhibitEX-2.1 2 d474859dex21.htm EXHIBIT 2.1 Exhibit 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to the Agreement and Plan of Merger (this Amendment),…To view the full exhibit click here About SIENTRA, INC. (NASDAQ:SIEN)
Sientra, Inc. is a medical aesthetics company. The Company’s primary products are silicone gel breast implants for use in breast augmentation and breast reconstruction procedures, which it offers in over 190 variations of shapes, sizes and textures. The Company sells its breast implants and breast tissue expanders, or breast products to plastic surgeons. Its breast implants are primarily used in elective procedures, which are generally performed on a cash-pay basis. The Company’s breast implants incorporate one or more differentiated technologies, including a cohesive silicone gel and texturing branded TRUE Texture. TRUE Texture provides texturing on the implant shell that is designed to reduce the incidence of malposition, rotation and capsular contracture. The Company also offers breast tissue expanders and a range of other aesthetic and specialty products. The Company offers a range of HSC+ breast implants, including anatomically shaped textured, round textured and round smooth.