CHIASMA, INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Subject to the terms of the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each share of common stock, par value
At the Effective Time, (i) each option to purchase shares of Company Common Stock (each, a "Company Stock Option"), whether or not then vested, that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted automatically into an option to purchase Parent ADSs (each, an "Assumed Stock Option") in accordance with a formula set forth in the Merger Agreement, on the same terms and conditions as were applicable under such Company Stock Option as of immediately prior to the Effective Time, (ii) each outstanding restricted stock unit with respect to shares of Company Common Stock that vests solely based on the passage of time (each, a "Company RSU Award") that becomes vested in connection with the transactions contemplated by the Merger Agreement pursuant to the applicable terms shall be cancelled and converted automatically into the right to receive the Merger Consideration in the same manner as the other outstanding shares of Company Common Stock, and each outstanding Company RSU Award that remains outstanding immediately prior to the Effective Time shall be converted into a restricted stock unit award that represents the right to acquire Parent ADSs (each, an "Assumed RSU Award") on the same terms and conditions as were applicable under such Company RSU Award as of immediately prior to the Effective Time, and (iii) immediately prior to the Effective Time, each warrant to purchase shares of Company Common Stock (each a "Company Warrant") that is issued and outstanding immediately prior to the Effective Time and not exercised or expired pursuant to its terms at or immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Amryt, Chiasma or the holder thereof, shall be deemed to be net exercised immediately prior to the Effective Time and the shares of Company Common Stock issued to such holder of Company Warrant upon such net exercise immediately prior to the Effective Time will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, each share of Company Common Stock as described in the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants of Chiasma, Amryt and Merger Sub, including, among others, covenants by Chiasma to conduct its business in the ordinary course of business during the period between execution of the Merger Agreement and consummation of the Merger (the "Closing") and prohibiting Chiasma from engaging in certain kinds of activities during such period without the consent of Amryt.
The Merger Agreement contains a customary "no-shop" provision whereby, subject to certain exceptions, Chiasma will be prohibited from (i) soliciting, initiating, knowingly facilitating or knowingly encouraging any Company Acquisition Proposal or any Company Inquiry, (ii) entering into or participating in any discussions or negotiations regarding, furnishing to any third party any information, or otherwise assisting, participating in, knowingly facilitating or knowingly encouraging any third party, in each case, in connection with or for the purposes of knowingly encouraging or facilitating a Company Acquisition Proposal or Company Inquiry, (iii) approving, recommending or entering into, or proposing to approve, recommending or entering into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Company Acquisition Proposal, (iv) granting any waiver, amendment or release under any standstill or confidentiality agreement with respect to a Company Acquisition Proposal or any Company Inquiry, or (v) withdrawing or qualifying or modifying in any manner adverse to Amryt or Merger Sub the recommendation of the Board that Chiasma's stockholders adopt the Merger Agreement, subject to certain exceptions.
Completion of the Merger is subject to customary closing conditions, including:
(i) the adoption of the Merger Agreement by Chiasma's stockholders;
(ii) approval of transaction-related matters by Amryt's shareholders; (iii) the
absence of any law or order prohibiting consummation of the Merger; (iv) Amryt's
registration statement on Form F-4 having been declared effective by the
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Each of Chiasma and Amryt may terminate the Merger Agreement in certain
circumstances, including if: (i) the Merger is not completed by
Under the Merger Agreement, Chiasma will be required to make a payment to Amryt
equal to
Item 8.01 Other Events.
Postponement of Annual Meeting
Chiasma has postponed the date of its 2021 Annual Meeting of Stockholders,
previously scheduled to be held on
Forward-Looking Statements
This communication relates to a proposed business combination transaction
between Amryt and Chiasma. This communication includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
relate to future events and anticipated results of operations, business
strategies, the anticipated benefits of the proposed transaction, the
anticipated impact of the proposed transaction on the combined company's
business and future financial and operating results, the expected amount and
timing of synergies from the proposed transaction, the anticipated closing date
for the proposed transaction and other aspects of our operations or operating
results. These forward-looking statements generally can be identified by phrases
such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates"
or other words or phrases of similar import. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire or occur, or
if any of them do, what impact they will have on the results of operations and
financial condition of the combined companies or the price of Amryt or Chiasma
stock. These forward-looking statements involve certain risks and uncertainties,
many of which are beyond the parties' control, that could cause actual results
to differ materially from those indicated in such forward-looking statements,
including but not limited to: the impact of public health crises, such as
pandemics (including coronavirus (COVID-19)) and epidemics and any related
company or government policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the functioning of
national or global economies and markets; the effect of the announcement of the
merger on the ability of Amryt or Chiasma to retain and hire key personnel and
maintain relationships with customers, suppliers and others with whom Amryt or
Chiasma do business, or on Amryt's or Chiasma's operating results and business
generally; risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger; the
outcome of any legal proceedings related to the merger; the ability of the
parties to consummate the proposed transaction on a timely basis or at all; the
satisfaction of the conditions precedent to consummation of the proposed
transaction, including the ability to secure regulatory approvals on the terms
expected, at all or in a timely manner; the ability of Amryt to successfully
integrate Chiasma's operations; the ability of Amryt to implement its plans,
forecasts and other expectations with respect to Amryt's business after the
completion of the transaction and realize expected synergies; and business
disruption following the merger. These risks, as well as other risks related to
the proposed transaction, will be included in the registration statement on Form
F-4, and if necessary, the registration on Form F-6, and proxy
statement/prospectus that will be filed with the
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No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Amryt intends to file with the
Participants in the Solicitation
Amryt and Chiasma and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Chiasma in
respect of the proposed transaction under the rules of the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, datedMay 4, 2021 , by and among Amryt Pharma plc,Acorn Merger Sub, Inc. andChiasma, Inc. (1) 99.1 Form of Company Voting Agreement. 99.2 Form of Parent Voting Agreement. 104 Cover Page Interactive Data File (formatted as Inline XBRL).
(1) Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of
Regulation S-K promulgated by the SEC . Chiasma agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the SEC upon
request.
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