Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on September 29, 2021, Acceleron Pharma Inc., a
Delaware corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Merck Sharp & Dohme Corp., a New Jersey
corporation ("Parent"), and Astros Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of Parent ("Purchaser").
Pursuant to the Merger Agreement, on October 12, 2021, Purchaser commenced a
tender offer to purchase all of the issued and outstanding shares of common
stock of the Company, par value $0.001 per share (the "Shares"), in exchange for
$180.00 per Share, net to the seller in cash, without interest and less
applicable tax withholding (the "Offer Price"), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October 12, 2021
(together with any amendments or supplements thereto, the "Offer to Purchase"),
and in the related Letter of Transmittal (which, together with the Offer to
Purchase, as each may be amended or supplemented from time to time, constitute
The Offer expired at 5:00 p.m., Eastern Time, on November 19, 2021 (the
"Expiration Date") and as of such time, based on the information provided by the
depositary for the Offer, 38,752,614 Shares were validly tendered and "received"
by the depository (as defined in Section 251(h) of the General Corporation Law
of the State of Delaware (the "DGCL")) and not validly withdrawn pursuant to the
Offer prior to the Expiration Date, representing approximately 63.3% of the
outstanding Shares as of such time, which Shares were sufficient to meet the
minimum condition of the Offer and to enable the Merger (as defined below) to
occur under the DGCL without a vote of the Company's stockholders. All
conditions to the Offer having been satisfied, on November 19, 2021, Purchaser
accepted for purchase all Shares validly tendered and "received" by the
depository and not validly withdrawn prior to the Expiration Date, and will pay
for such Shares as promptly as practicable after the Expiration Date in
accordance with the terms of the Offer.
Following the consummation of the Offer, on November 19, 2021, pursuant to the
terms and conditions of the Merger Agreement and in accordance with
Section 251(h) of the DGCL, Purchaser merged with and into the Company, with the
Company being the surviving corporation (the "Merger"). At the effective time of
the Merger (the "Effective Time"), each Share issued and outstanding immediately
prior to the Effective Time (other than (i) Shares held in the treasury of the
Company or owned by the Company or any direct or indirect wholly owned
subsidiary of the Company and each Share owned by Parent, Purchaser or any
direct or indirect wholly owned subsidiary of Parent or Purchaser immediately
prior to the Effective Time or (ii) Shares outstanding immediately prior to the
Effective Time and held by stockholders who are entitled to demand, and properly
demand, appraisal for such Shares in accordance with Section 262 of the DGCL)
were converted into the right to receive an amount in cash equal to the Offer
Price, without interest, and less any applicable tax withholding (the "Merger
Pursuant to the Merger Agreement, each of the Company's options to purchase
Shares granted under a Company equity plan, agreement or arrangement (each such
option, a "Company Stock Option") that was outstanding as of immediately prior
to the Effective Time and that had an exercise price per Share that was less
than the Offer Price, was cancelled, and the holder of each such Company Stock
Option is entitled to receive (without interest), in consideration for the
cancellation of such Company Stock Option, an amount in cash (less applicable
withholding of taxes required by applicable law) equal to the product of (i) the
total number of Shares subject to such Company Stock Option immediately prior to
the Effective Time multiplied by (ii) the excess of the Offer Price over the
applicable exercise price per Share under such Company Stock Option. Similarly,
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 22, 2021, the Company notified the Nasdaq Global Market ("Nasdaq")
of the consummation of the Merger, and requested that Nasdaq (1) suspend trading
of the Shares before the opening of trading on November 22, 2021 and (2) file
with the SEC a Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on Form 25 to effect the delisting of shares of the Company's common
stock from Nasdaq and to deregister the Shares under Section 12(b) of the
Exchange Act. In addition, the Company intends to file with the SEC a
certification on Form 15 under the Exchange Act requesting the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange Act be
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03
below is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The disclosure contained in Item 2.01 above and in Item 5.02 below is
incorporated herein by reference.
As a result of the consummation of the Offer and the Merger pursuant to
Section 251(h) of the DGCL, on November 19, 2021, a change in control of the
Company occurred. At the Effective Time, the Company became a wholly owned
subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Pursuant to the Merger Agreement, effective as of the Effective Time, each of
Francois Nader, M.D., M.B.A., Habib Dable, Laura J. Hamill, Christopher Hite,
Terrence C. Kearney, Kemal Malik, M.B., B.S., Thomas A. McCourt, Karen L. Smith,
M.D., Ph.D. and Joseph S. Zakrzewski resigned from his or her respective
position as a member of the Company's board of directors, and any committee
thereof. These resignations were tendered in connection with the Merger and not
as a result of any disagreement between the Company and the directors on any
matter relating to the Company's operations, policies or practices.
Pursuant to the Merger Agreement, as of the Effective Time, the officers and
directors of Purchaser as of immediately prior to the Effective Time became the
officers and directors of the surviving corporation. The directors of Purchaser
as of immediately prior to the Effective Time were Rita A. Karachun, Jon
Filderman and Aaron Rosenberg. The officers of Purchaser as of immediately prior
to the Effective Time were Rita A. Karachun as President, Jon Filderman as
Secretary, Jerome Mychalowych as Vice President, Tax, Aaron Rosenberg as Senior
Vice President and Treasurer, Timothy G. Dillane as Assistant Treasurer, Juanita
Lee as Assistant Treasurer, Michael G. Schwartz as Assistant Treasurer, Kelly
E.W. Grez as Assistant Secretary and Karen Ettelman as Assistant Secretary.
Information regarding the new officers and directors of the Company has been
previously disclosed in the Tender Offer Statement on Schedule TO, originally
filed by Parent and Purchaser on October 12, 2021.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Pursuant to the Merger Agreement, effective as of the Effective Time, the
certificate of incorporation of the Company and the bylaws of the Company were
each amended and restated in their entirety. Copies of the certificate of
incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to
this Form 8-K.
Item 9.01. Financial Statements and Exhibits
2.1 Agreement and Plan of Merger, dated as of September 29, 2021, by and
among Parent, Purchaser and the Company (incorporated herein by
reference to Exhibit 2.1 to the Company's Form 8-K (File
No. 001-36065), filed September 30, 2021).
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 Amended and Restated Bylaws of the Company.
104 Cover Page Interactive Date File (embedded within the Inline XBRL
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