CTI BIOPHARMA CORP. Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Pursuant to the Merger Agreement, upon the terms and subject to the conditions
thereof, Purchaser will commence a tender offer (the "Offer") to acquire all of
the outstanding shares of CTI common stock (the "Shares") at an offer price of
The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the satisfaction or waiver of the conditions set forth in Annex I to the Merger Agreement, including (i) that there shall have been validly tendered and not validly withdrawn that number of Shares that, when added to any Shares then owned by Sobi and its controlled affiliates, represent at least one Share more than half of the sum of (A) all Shares then outstanding as of the expiration of the Offer, and (B) all Shares that CTI may be required to issue upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then-outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Shares or other rights to acquire or be issued Shares (in each case other than outstanding shares of CTI preferred stock), regardless of the conversion or exercise price or other terms and conditions thereof (the "Minimum Condition"); (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and receipt of clearance, approval or consent under any other applicable antitrust law; and (iii) those other conditions set forth in Annex I to the Merger Agreement.
Following the consummation of the Offer and upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into CTI, with CTI surviving as a wholly owned, indirect subsidiary of Sobi (the "Merger"). In the Merger, each Share issued and outstanding immediately prior to the effective time (the "Effective Time") of the Merger (other than certain excluded Shares as described in the Merger Agreement) will automatically be converted into the right to receive the Offer Price.
In addition, immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares under any CTI stock plan (each, a "Company Stock Option"), whether or not vested, and that has an exercise price per Share that is less than the Offer Price, shall be cancelled and converted into the right to receive a payment in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the total number of Shares subject to such Company Stock Option immediately prior to such cancellation and (ii) the excess, if any, of the Offer Price over the exercise price per Share subject to such Company Stock Option immediately prior to such cancellation. At the Effective Time, each Company Stock Option that is then outstanding and unexercised, whether or not vested, and that has an exercise price per Share that is equal to or greater than the Offer Price, shall be cancelled and the holder thereof shall not be entitled to any payment with respect to such cancelled Company Stock Option.
In addition, each share of CTI preferred stock that is issued and outstanding
immediately prior to the Effective Time will be converted into the right to
receive
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. Among other things, until the earlier of the termination of the Merger Agreement or the Effective Time, CTI has agreed to operate its business in the ordinary course consistent with past practice and has agreed to certain other operating covenants, as set forth fully in the Merger Agreement. The Merger Agreement also prohibits CTI's solicitation of proposals relating to alternative transactions and restricts CTI's ability to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such transaction, subject to certain limited exceptions.
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Either CTI or Sobi may terminate the Merger Agreement in certain circumstances,
including if (i) the Offer is not completed by
In the event of a termination of the Merger Agreement under certain specified circumstances, including (i) termination by CTI to enter into an agreement providing for a Superior Offer (provided that CTI did not materially breach its non-solicitation obligations in any manner that results in such Superior Offer), (ii) termination by Sobi following a Company Adverse Recommendation Change, (iii) termination by Sobi due to the CTI board of directors' failure to include . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The Forum Selection Amendment provides that, unless CTI consents in writing to
the selection of an alternative forum, the
This summary is qualified in its entirety by reference to the Forum Selection Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedMay 10, 2023 , amongCTI BioPharma Corp. , Swedish Orphan Biovitrum AB (publ) andCleopatra Acquisition Corp. * 3.1CTI BioPharma Corp.'s Amended and Restated Bylaws, datedMay 9, 2023 99.1 Tender and Support Agreement, datedMay 10, 2023 , among Swedish Orphan Biovitrum AB (publ),Cleopatra Acquisition Corp. and certain stockholders ofCTI BioPharma Corp. 99.2 Press Release ofCTI BioPharma Corp. , datedMay 10, 2023 104 Cover page Interactive Data File (embedded within the Inline XBRL document).
* Schedules to the Agreement and Plan of Merger have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any
such schedules to the
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* * *
Additional Information
The foregoing description of the Merger Agreement and the Support Agreements is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report, and the Support Agreement, which is attached as Exhibit 99.1 to this report, both of which are incorporated herein by reference.
The Merger Agreement and the foregoing description have been included to provide
investors and stockholders with information regarding the terms of these
agreements. They are not intended to provide any other factual information about
CTI. The representations, warranties and covenants contained in each of these
documents were or will be made only as of specified dates for the purposes of
such agreement, were (except as expressly set forth therein) solely for the
benefit of the parties to such agreements and may be subject to qualifications
and limitations agreed upon by such parties. In particular, in reviewing the
representations, warranties and covenants contained in the Merger Agreement and
discussed in the foregoing descriptions, it is important to bear in mind that
such representations, warranties and covenants were negotiated with the
principal purpose of allocating risk between the parties, rather than
establishing matters as facts. Such representations, warranties and covenants
may also be subject to a contractual standard of materiality different from
those generally applicable to stockholders and reports and documents filed with
the
Notice to Investors and Security Holders
The tender offer described in this Current Report on Form 8-K has not yet
commenced. This Current Report on Form 8-K is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer to sell
shares of
In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the Solicitation/Recommendation
Statement, Sobi and CTI file periodic reports and other information with the
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Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements related to CTI, Sobi and the proposed acquisition of CTI by Sobi (the "Transaction") that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "seek," "target," "potential," "will," "would," "could," "should," "continue" and similar expressions. In this Current Report on Form 8-K, CTI's forward-looking statements include statements about the parties' ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the Transaction; statements about the expected timetable for completing the transaction; CTI's plans, objectives, expectations and intentions, the financial condition, results of operations and business of CTI and Sobi, the ability to successfully commercialize VONJO and generate future revenues with respect to VONJO, and the anticipated timing of the closing of the Transaction.
Forward-looking statements are subject to certain risks, uncertainties, or other
factors that are difficult to predict and could cause actual events or results
to differ materially from those indicated in any such statements due to a number
of risks and uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward-looking
statements include, among other things: uncertainties as to the timing of the
tender offer and merger; uncertainties as to how many of CTI's stockholders will
tender their stock in the offer; the possibility that competing offers will be
made; the possibility that various closing conditions for the Transaction may
not be satisfied or waived, including that a governmental entity may prohibit,
delay or refuse to grant approval for the consummation of the Transaction; the
effects of the Transaction on relationships with employees, other business
partners or governmental entities; the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; the impact of competitive products
and pricing; that Sobi may not realize the potential benefits of the
Transaction; other business effects, including the effects of industry, economic
or political conditions outside of the companies' control; Transaction costs;
actual or contingent liabilities; and other risks listed under the heading "Risk
Factors" in CTI's periodic reports filed with the
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