AGIOS PHARMACEUTICALS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
• $1.8 billion in cash payable at closing, subject to certain adjustments
for the working capital of the Oncology Business at closing and amounts
for a representation and warranty insurance policy;
• $200 million in cash if, prior to January 1, 2027 , vorasidenib is granted
New Drug Application ("NDA") approval from the U.S. Food and Drug
Administration ("FDA") that permits vorasidenib's use as a single agent
for the adjuvant treatment of patients with Grade 2 glioma that have an
IDH1 or IDH2 mutation (and, to the extent required by such NDA approval,
the vorasidenib companion diagnostic test is granted an FDA premarket
approval);
• A royalty payment of 5% of the net sales (as defined in the Purchase
Agreement) of TIBSOVO® (ivosidenib) in the United States ; and
• A royalty payment of 15% of the net sales (as defined in the Purchase
Agreement) of vorasidenib in the United States .
In connection with the Transaction, Purchaser has agreed to make offers of employment to all employees primarily dedicated to the Oncology Business, on terms that are comparable to those currently in effect for these employees.
The consummation of the Transaction is subject to (i) the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and regulatory clearance or prior authorization from German authorities, (ii) the approval of the Transaction by the affirmative vote of the holders of at least a majority of the outstanding shares of the common stock of the Company and (iii) other customary conditions.
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The Company has agreed not to solicit, engage in any discussions or
negotiations, provide information or enter into any agreement, in each case with
respect to any alternative Acquisition Proposal (as defined in the Purchase
Agreement), but the Company has the right to terminate the Agreement to enter
into a Superior Proposal (as defined in the Purchase Agreement) on the terms and
subject to the conditions set forth in the Purchase Agreement, which, among
other things, would require the Company to pay a termination fee of
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Additional Information and Where to Find It
In connection with the proposed sale of the Oncology Business pursuant to the
terms of that certain Purchase and Sale Agreement, dated as of
Participants in the Solicitation
The Company and its officers and directors may be deemed to be participants in
the solicitation of proxies from the stockholders of the Company in connection
with the proposed transaction. Information about the Company's executive
officers and directors is set forth in its Annual Report on Form 10-K for the
year ended
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which are, in many instances, beyond our control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; (ii) the failure of the Company to obtain stockholder approval for the proposed transaction or the failure to satisfy any of the other conditions to the completion of the proposed transaction; (iii) the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, advertisers, partners and others with whom it
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does business, or on its operating results and businesses generally; (iv) the
risks associated with the disruption of management's attention from ongoing
business operations due to the proposed transaction; (v) the ability to meet
expectations regarding the timing and completion of the proposed transaction,
including with respect to receipt of required regulatory approvals; (vi) the
failure of the Company to receive milestone or royalty payments under the
Purchase Agreement and the uncertainty of the timing of any receipt of any such
payments; (vii) the uncertainty of the results and effectiveness of
the use of proceeds from the proposed transaction; and (viii) other risks and
uncertainties described in our reports and filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Purchase and Sale Agreement, dated as ofDecember 20, 2020 , by and amongAgios Pharmaceuticals, Inc. ,Servier Pharmaceuticals, LLC , and, solely for purposes of guaranteeing certain obligations of the Purchaser, Servier S.A.S. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Pursuant to Item 601(6)(2) of Regulation S-K, the disclosure schedules to the
Purchase Agreement (identified therein) have been omitted from this Current
Report on Form 8-K and will be furnished to the
request.
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