TESARO,Inc. (NASDAQ:TSRO) Files An 8-K Completion of Acquisition or Disposition of Assets

TESARO,Inc. (NASDAQ:TSRO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on January22, 2019, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn to the Offer on or prior to the Expiration Time and on January22, 2019, paid for such Shares. Shortly thereafter, the Merger was completed to Section251(h)of the DGCL, with no stockholder vote required to consummate the Merger. At the Effective Time, the Company became a wholly-owned subsidiary of Parent. As a result, a change of control of the Company occurred.

The information contained in the Introductory Note of this Current Report on Form8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form8-K as Exhibit2.1 and is incorporated herein by reference.

Item 2.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Ruleor Standard; Transfer of Listing.

On January22, 2019, in connection with the consummation of the Offer and the Merger, the Company (i)notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the Merger and (ii)requested that NASDAQ file with the SEC a Form25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Shares on the NASDAQ was suspended prior to the opening of trading on January22, 2019. The Company also intends to file with the SEC a Form15 requesting that the Company’s reporting obligations under Section13 and 15(d)of the Exchange Act be suspended.

Item 2.01 Material Modification to Rights of Security Holders.

The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.

Item 2.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.

Item 2.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and as contemplated by the Merger Agreement, upon the consummation of the Merger, the directors of Purchaser, William J. Mosher and Norman J. Vojir, became the directors of the Company at the Effective Time. Individual appointments to the various committees of the Company’s Board of Directors (the “Board”) have not been determined as of the date hereof. In connection therewith, each of David M. Mott, Lawrence M. Alleva, James O. Armitage, M.D., Earl M. (Duke) Collier,Jr., Mary Lynne Hedley, Ph.D., Lonnie O. Moulder,Jr., Garry A. Nicholson, Kavita Patel, M.D., Beth Seidenberg, M.D. and Pascale Witz tendered their respective resignations as directors from the Board and from all committees of the Board on which such directors served, effective as of the Effective Time.

Further, to the Merger Agreement, effective as of the Effective Time, the following officers of Purchaser immediately prior to the Effective Time became the officers of the Company.

Hal V. Barron	President
Kevin Sin	Vice President
Kristen B. Slaoui	Vice President