Item 1.02. Termination of a Material Definitive Agreement.
On January 19, 2023, in connection with the completion of the Merger (as defined
below), AVEO Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
prepaid in full all amounts owing and terminated all lending commitments under
the Amended and Restated Loan and Security Agreement, dated as of December 28,
2017, among the Company, certain subsidiaries of the Company party thereto as
borrowers, the several banks and other financial institutions or entities party
thereto as lenders and Hercules Capital, Inc. as administrative agent and
collateral agent for itself and a lender (as supplemented, amended or otherwise
modified from time to time, the "Loan Agreement"). In connection with the
repayment and termination of the Loan Agreement, the Company paid end of term
and prepayment charges equal to $3,180,000.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 19, 2023, the Company completed its merger with Acacia Acquisition
Sub, Inc. ("Merger Sub"), a Delaware corporation and an indirect wholly owned
subsidiary of LG Chem, Ltd., a corporation organized and existing under the laws
of the Republic of Korea ("LG Chem"), whereby Merger Sub merged with and into
the Company, with the Company continuing as the surviving corporation and an
indirect wholly owned subsidiary of LG Chem (the "Merger"). The Merger was
effected pursuant to an Agreement and Plan of Merger, dated as of October 18,
2022, among the Company, LG Chem, and Merger Sub (the "Merger Agreement").
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock, par value $0.001 per share, of
the Company (the "Company Common Stock" and such shares, collectively, the
"Shares") outstanding immediately prior to the Effective Time (other than any
Shares (i) held by the Company as treasury stock or owned by LG Chem or Merger
Sub, (ii) held by any wholly-owned subsidiary of the Company or LG Chem (other
than Merger Sub) or (iii) as to which appraisal rights have been properly
exercised, and not effectively withdrawn, in accordance with the Delaware
General Corporation Law) was converted into the right to receive $15.00 per
Share in cash, without interest (the "Merger Consideration"), and each former
holder of such Shares ceased to have any rights with respect thereto, except the
right to receive the Merger Consideration.
Immediately prior to the Effective Time, each Company stock option outstanding
immediately prior to the Effective Time vested in full and was cancelled and
converted into the right to receive an amount in cash equal to the product of
the excess, if any, of the Merger Consideration over the exercise price of such
stock option and the number of Shares underlying such option, less any
applicable withholding taxes.
The aggregate consideration paid by LG Chem to acquire the Shares and settle the
Company stock options in the Merger was approximately $570,600,000.
The Company's definitive proxy statement, filed with the Securities and Exchange
Commission ("SEC") on November 25, 2022, as supplemented on December 23, 2022
(the "Proxy Statement"), contains additional information about the Merger and
the Merger Agreement, including information concerning the interests of
directors, executive officers and affiliates of the Company in the Merger.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company with the SEC on October 18, 2022, and is
incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 19, 2023, in connection with the Merger, the Company notified The
Nasdaq Stock Market LLC ("Nasdaq") that the Merger had been completed, and
requested that trading of shares of the Company Common Stock on Nasdaq suspended
following the Effective Time after the close of trading on January 19, 2023. In
addition, on January 19, 2023, the Company requested that Nasdaq 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 in order to effect the delisting of the shares of the Company
Common Stock from Nasdaq.
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Additionally, the Company intends to file with the SEC a certification and
notice of termination on Form 15 with respect to the Company Common Stock,
requesting that such stock be deregistered under the Exchange Act, and that the
reporting obligations of the Company with respect to the Company Common Stock
under Sections 13 and 15(d) of the Exchange Act be suspended.
The information set forth in Items 2.01 and 5.01 is incorporated by reference
into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated by
reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change of control of the Company occurred and LG
Chem Life Sciences Innovation Center, Inc., a Delaware corporation and
wholly-owned subsidiary of LG Chem, became the sole stockholder of the Company.
LG Chem funded the acquisition through the use of cash on hand. The information
set forth in Items 2.01, 5.02 and 5.03 is incorporated by reference into this
Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
The information set forth in Items 2.01 and 5.01 is incorporated by reference
into this Item 5.02. Pursuant to the Merger Agreement, on January 19, 2023, at
the Effective Time, (i) each of Kenneth Bate, Michael Bailey, Kevin Cullen,
M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and
Scarlett Spring submitted his or her resignation from the board directors of the
Company (the "Board") and from all committees of the Board on which such
director served and (ii) Jaywin Lee became the sole member of the Board.
At the Effective Time, each of Michael Bailey, Michael Ferraresso, Jebediah
Ledell and Erick Lucera was appointed as an executive officer of the surviving
corporation. There were no changes to the titles of Mssrs. Bailey, Ferraresso,
Ledell or Lucera. Mr. Lucera will serve as the Company's Chief Financial Officer
during a temporary transition period, following which a new Chief Financial
Officer is expected to be appointed.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01 is incorporated by reference into this
Item 5.03.
Pursuant to the Merger Agreement, as of the Effective Time, the restated
certificate of incorporation of the Company, as in effect immediately prior to
the Effective Time, was amended and restated in its entirety (the "Amended and
Restated Certificate of Incorporation"). The Amended and Restated Certificate of
Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into
this Item 5.03.
In addition, as of the Effective Time, in accordance with the Merger Agreement,
the second amended and restated bylaws of the Company, as in effect immediately
prior to the Effective Time, were amended and restated in their entirety (the
"Bylaws"). The Bylaws, as so amended and restated, are filed as Exhibit 3.2
hereto and incorporated by reference into this Item 5.03.
Item 7.01. Other Events.
On January 19, 2023, LG Chem, issued a press release announcing the completion
of the Merger (the "Press Release"), a copy of which is filed herewith as
Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed
to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of such section, nor will such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set forth by specific
reference in such filing.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated October 18, 2022, by and among
AVEO Pharmaceuticals, Inc., LG Chem, Ltd. and Acacia Acquisition Sub,
Inc. (incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on October 18, 2022)*
3.1 Amended and Restated Certificate of Incorporation of AVEO
Pharmaceuticals, Inc.
3.2 Amended and Restated Bylaws of AVEO Pharmaceuticals, Inc.
99.1 Press Release, dated January 19, 2023 issued by LG Chem, Ltd.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or
exhibit to the SEC upon its request.
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