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 cash tender offer (the "Offer") no later than
The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the conditions set forth in the Merger Agreement, including that the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn, when considered together with all other Shares (if any) otherwise beneficially owned by Parent or any of its wholly owned subsidiaries (including Purchaser), would represent one more than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the "Minimum Condition"). Parent and Purchaser's obligations to consummate the Offer are not subject to a condition that any financing be received by Parent or Purchaser for the consummation of the transactions contemplated by the Merger Agreement.
Following the completion of the Offer and subject to the satisfaction or waiver
of certain conditions set forth in the Merger Agreement, Purchaser will merge
with and into the Company, with the Company surviving as a wholly owned
subsidiary of Parent (the "Merger"). Purchaser will effect the Merger after
consummation of the Offer pursuant to Section 251(h) of the Delaware General
Corporation Law. At the effective time of the Merger (the "Effective Time"), the
Shares then outstanding (other than Shares (a) held by Parent, Purchaser, any
other direct or indirect wholly owned subsidiary of Parent, the Company (or in
the Company's treasury) or by stockholders of the Company who have exercised and
perfected their statutory rights of appraisal under
Each of the Company's stock options (the "Company Options") that is outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, each Company Option that is then outstanding and unexercised shall be cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to the vested portion of such Company Option immediately prior to the Effective Time (taking into account any acceleration of vesting), multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option.
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Company has agreed to operate its business in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the Merger Agreement. The Company has also agreed not to solicit or initiate discussions with any third party regarding acquisition proposals.
The Merger Agreement includes a remedy of specific performance for the Company,
Parent and Purchaser. The Merger Agreement also includes customary termination
provisions for both the Company and Parent and provides that, in connection with
the termination of the Merger Agreement under specified circumstances, including
termination by the Company to accept and enter into a definitive agreement with
respect to an unsolicited superior offer, the Company will be required to pay a
termination fee of an amount in cash equal to
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The foregoing description of the Merger Agreement 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 incorporated herein by reference. The
Merger Agreement and the foregoing description of such agreement have been
included to provide investors and stockholders with information regarding the
terms of such agreements. The assertions embodied in the representations and
warranties contained in the Merger Agreement are qualified by information in
confidential disclosure schedules delivered by the Company to Parent and
Purchaser in connection with the signing of the Merger Agreement. Moreover,
certain representations and warranties in the Merger Agreement were made as of a
specified date, may be subject to a contractual standard of materiality
different from what might be viewed as material to stockholders, or may have
been used for the purpose of allocating risk between the parties to the Merger
Agreement. Accordingly, the representations and warranties in the Merger
Agreement should not be relied on by any persons as characterizations of the
actual state of facts and circumstances of the Company at the time they were
made and investors should consider the information in the Merger Agreement in
conjunction with the entirety of the factual disclosure about the Company in the
Company's public reports filed with the
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Executive Compensation Arrangements
On
Item 8.01 Other Events.
On
On
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements.
Forward-looking statements are statements that are not historical facts and may
include projections and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and expectations with respect to future
financial results, events, operations, services, product development and
potential, and statements regarding future performance. Forward-looking
statements are generally identified by the words "expects", "anticipates",
"believes", "intends", "estimates", "plans", "will be" and similar expressions.
Although
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this Current Report on Form 8-K are based on current expectations and
assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements. Actual results
may differ materially from current expectations because of risks associated with
uncertainties as to the timing of the Offer or the Merger; the risk that
competing offers or acquisition proposals will be made; the possibility that
various conditions to the consummation of the Offer or the Merger may not be
satisfied or waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the Offer or the Merger; the
effects of disruption from the transactions of
Additional Information
The Offer for the outstanding shares of
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 ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. SYNTHORX STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SYNTHORX SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement, will be made
available to all stockholders of
In addition to the Solicitation/Recommendation Statement,
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Number Description 2.1* Agreement and Plan of Merger, dated as ofDecember 7, 2019 , by and amongSynthorx, Inc. , Sanofi andThunder Acquisition Corp. 99.1 Joint Press Release of Sanofi andSynthorx, Inc. , datedDecember 8, 2019 . 99.2 Letter toSynthorx, Inc. employees, first made available onDecember 8, 2019 .
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
agrees to furnish supplementally a copy of any omitted schedule to the
request.
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