Item 8.01 Other Events.
As previously announced, Emergent BioSolutions Inc. ("Emergent" or "Purchaser")
and Chimerix, Inc. ("Chimerix" or "Company") both filed a Premerger Notification
and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act") with respect to the pending acquisition of Chimerix's
exclusive worldwide rights to brincidofovir, including TEMBEXA® and related
assets (the "Transaction").
On July 29, 2022, the waiting period expired under the HSR Act in connection
with the Transaction without further action by antitrust authorities. This
satisfies the closing condition related to U.S. antitrust clearance of the
Transaction.
The closing of the Transaction remains subject to the execution by the Company
of a procurement contract with the Biomedical Advanced Research and Development
Authority for TEMBEXA (the "BARDA Contract"), which the Company is currently
negotiating, along with the satisfaction or waiver of other standard closing
conditions.
Forward-Looking Statements
Chimerix cautions you that statements included in this report that are not a
description of historical facts are forward-looking statements. Words such as
"anticipate," "expect," "intend," "plan," "believe," "seek," "estimate," "will,"
"should," "would," "could," "may" and similar expressions also identify
forward-looking statements. These forward-looking statements include, without
limitation, statements regarding the pending transaction with Emergent, the
BARDA Contract, Emergent and Chimerix's ability to consummate the pending
transaction with Emergent and the BARDA Contract, and completion of the pending
transaction with Emergent. The inclusion of forward-looking statements should
not be regarded as a representation by Chimerix that any of these results will
be achieved. Actual results may differ from those set forth in this report due
to the risks and uncertainties associated with market conditions, the timing of
the satisfaction of the obligations under the asset purchase agreement relating
to the pending transaction with Emergent, if at all, as well as risks and
uncertainties inherent in Chimerix's business, including those described in
Chimerix's other filings with the Securities Exchange Commission. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof, and the Company undertakes no obligation to
revise or update this report to reflect events or circumstances after the date
hereof. All forward-looking statements are qualified in their entirety by this
cautionary statement. This caution is made under the safe harbor provisions of
Section 21E of the Private Securities Litigation Reform Act of 1995.
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