Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. Proposal to approve the issuance of shares of BridgeBio common stock pursuant
to the Agreement and Plan of Merger, dated as of
The voting results of the holders representing a majority of the aggregate voting power of the shares of BridgeBio common stock outstanding and entitled to vote thereon are as follows:
For Against Abstain 106,097,873 1,062 19,084
In connection with the Special Meeting, BridgeBio also solicited proxies with respect to the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there were insufficient votes at the time of the Special Meeting to approve the BridgeBio share issuance proposal or to ensure that a quorum was present at the Special Meeting. As there were sufficient votes at the time of the Special Meeting to approve the BridgeBio share issuance proposal and to ensure that a quorum was present at the Special Meeting, the adjournment or postponement of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of BridgeBio common stock for approval at the Special Meeting.
Item 8.01 Other Events.
On
Forward-Looking Statements
This communication contains forward-looking statements relating to the proposed transaction involving BridgeBio and Eidos, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction. Statements in this communication that are not statements of historical fact are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are usually identified by the use of words such as "anticipates," "believes," "continues", "could", "estimates," "expects," "intends," "may," "plans," "potential", "predicts", "projects," "seeks," "should," "will," and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements are neither forecasts, promises nor guarantees, and are based on the current beliefs of BridgeBio's management as well as assumptions made by and information currently available to BridgeBio. Such statements reflect the current views of BridgeBio with respect to
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future events and are subject to known and unknown risks, including business,
regulatory, economic and competitive risks, uncertainties, contingencies and
assumptions about BridgeBio and Eidos, including, without limitation, (i) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the proposed transaction, (ii) inability to complete the
proposed transaction because, among other reasons, conditions to the closing of
the proposed transaction may not be satisfied or waived, (iii) uncertainty as to
the timing of completion of the proposed transaction, (iv) potential adverse
effects or changes to relationships with customers, employees, suppliers or
other parties resulting from the announcement or completion of the proposed
transaction, (v) potential litigation relating to the proposed transaction that
could be instituted against BridgeBio, Eidos or their respective directors and
officers, including the effects of any outcomes related thereto, (vi) possible
disruptions from the proposed transaction that could harm BridgeBio's or Eidos'
respective business, including current plans and operations, (vii) unexpected
costs, charges or expenses resulting from the proposed transaction,
(viii) uncertainty of the expected financial performance of each of BridgeBio
and Eidos following completion of the proposed transaction, including the
possibility that the expected synergies and value creation from the proposed
transaction will not be realized or will not be realized within the expected
time period, (ix) the ability of BridgeBio and/or Eidos to implement their
respective business strategies, (x) the ability of each of BridgeBio or Eidos to
continue its planned preclinical and clinical development of its respective
development programs, and the timing and success of any such continued
preclinical and clinical development and planned regulatory submissions,
(xi) the potential therapeutic and clinical benefits of acoramidis,
(xii) inability to retain and hire key personnel, (xiii) the amount of proposed
stock consideration in the transaction and (xiv) the unknown future impact of
the COVID-19 pandemic delay on certain clinical trial milestones and/or
BridgeBio's or Eidos' operations or operating expenses. Although BridgeBio
believes that BridgeBio's and Eidos' plans, intentions, expectations, strategies
and prospects as reflected in or suggested by these forward-looking statements
are reasonable, BridgeBio cannot give any assurance that the plans, intentions,
expectations or strategies will be attained or achieved. Furthermore, actual
results may differ materially from those described in the forward-looking
statements and will be affected by a number of risks, uncertainties and
assumptions, including, without limitation, those risks and uncertainties
described under the heading "Risk Factors" in BridgeBio's most recent Quarterly
Report on Form 10-Q and Annual Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release, datedJanuary 19, 2021
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