Item 2.01. Completion of Acquisition or Disposition of Assets
As previously disclosed, pursuant to the Merger Agreement, Purchaser commenced a
tender offer to acquire all of the outstanding shares of common stock of the
Company, par value $0.00001 per share (the "Shares"), at a price of (i) $26.00
per Share (the "Closing Amount"), in cash, plus (ii) one contingent value right
(each, a "CVR") per Share representing the right to receive a contingent payment
of $10.00 per Share, in cash (the "Milestone Payment") upon the achievement of
the milestone set forth in, and subject to and in accordance with, the terms and
conditions of that certain Contingent Value Right Agreement (the "CVR
Agreement"), dated February 23, 2023, by and between Parent and American Stock
Transfer & Trust Company, LLC, as rights agent (the Closing Amount plus one CVR
collectively, the "Offer Price"), in each case, without interest, subject to any
applicable withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 23, 2023 (as amended or
supplemented from time to time, the "Offer to Purchase"), and the related Letter
of Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase and other related materials, each as amended or supplemented from time
to time, the "Offer").
The Offer expired at one minute following 11:59 p.m., Eastern Time, on
February 23, 2023 (such date and time, the "Expiration Time") and was not
extended. According to American Stock Transfer & Trust Company, LLC, the
depositary for the Offer (the "Depositary"), 39,580,275 Shares were validly
tendered and not validly withdrawn, representing approximately 86.3% of the
issued and outstanding Shares as of the Expiration Time. As of the Expiration
Time, a sufficient number of Shares were validly tendered and not validly
withdrawn such that the minimum tender condition to the Offer was satisfied.
Each condition to the Offer was satisfied or waived, and Purchaser irrevocably
accepted for payment, on February 24, 2023, all Shares that were validly
tendered and not validly withdrawn pursuant to the Offer. The Purchaser will
promptly pay for all Shares accepted for payment pursuant to the Offer.
On February 24, 2023, following consummation of the Offer, Purchaser merged with
and into the Company (the "Merger"), with the Company surviving as a direct
wholly owned subsidiary of Parent. The Merger was governed by Section 251(h) of
the General Corporation Law of the State of Delaware (the "DGCL"), with no vote
of the stockholders of the Company required to consummate the Merger. At the
effective time of the Merger (the "Effective Time"), each Share (other than
(i) Shares held by the Company (including in the Company's treasury) or any
direct or indirect wholly owned subsidiary of the Company, (ii) Shares held by
Parent, Purchaser, or any other direct or indirect wholly owned subsidiary of
Parent, (iii) Shares irrevocably accepted for purchase in the Offer and
(iv) Shares held by stockholders of the Company who properly exercised and
perfected their statutory rights of appraisal under the DGCL) was automatically
converted into the right to receive the Offer Price, without interest and
subject to any withholding of applicable taxes.
Pursuant to the Merger Agreement, each of the Company's stock options (the
"Options") that was outstanding as of immediately prior to the Effective Time,
except as specified in the Merger Agreement, was accelerated and became fully
vested and exercisable effective immediately prior to, and contingent upon, the
Effective Time.
Each vested Company Option that had an exercise price less than the Closing
Amount (an "In-the-Money Option") that was outstanding and unexercised as of
immediately prior to the Effective Time was cancelled and converted into the
right to receive, without interest (a) cash in an amount equal to the product of
(1) the total number of Shares subject to such In-the-Money Option as of
immediately prior to the Effective Time multiplied by (2) the excess of the
Closing Amount over the exercise price payable per Share under such In-the-Money
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the Merger, the Company (i) notified The
Nasdaq Global Market ("Nasdaq") of the consummation of the Merger and
(ii) requested that Nasdaq (A) halt trading of and delist the Shares effective
before the opening of trading on February 24, 2023, and (B) file with the
Securities and Exchange Commission ("SEC") a Form 25 Notification of Removal
from Listing and/or Registration to delist and deregister the Shares under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company also intends to file with the SEC a Certification and Notice
of Termination of Registration on Form 15 under the Exchange Act, requesting the
termination of registration of the Shares under Section 12(g) of the Exchange
Act and the suspension of the Company's reporting obligations under Sections 13
and 15(d) of the Exchange Act as promptly as practicable.
Item 3.03. Material Modification to Rights of Security Holders
The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
Item 5.01. Changes in Control of Registrant
The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
As a result of the consummation of the Offer and the Merger pursuant to
Section 251(h) of the DGCL, on February 24, 2023 a change of control of the
Company occurred. At the Effective Time, the Company became a direct wholly
owned subsidiary of Parent.
Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the Merger, effective as of the Effective Time, each of Marc
de Garidel, David Allison, Ph.D., Maina Bhaman, M.B.A., James I. Healy, M.D.,
Ph.D., Troy Ignelzi, June Lee, M.D., Jason Pitts, Ph.D. and John F. Thero
resigned as directors of the Company and from all committees of the board of
directors of the Company.
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Pursuant to the terms of the Merger Agreement, at the Effective Time, the
directors of Purchaser as of immediately prior to the Effective Time, which
consisted of David E. White and Kevin Durning, became the directors of the
Company, and the officers of Purchaser as of immediately prior to the Effective
Time became the officers of the Company. Information with respect to the new
officers and directors is set forth in Schedule I to the Offer to Purchase, a
copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO filed by
AstraZeneca PLC, Parent and Purchaser on January 23, 2023.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Company's certificate of incorporation and bylaws were amended and restated in
their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this
Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
2.1* Agreement and Plan of Merger, dated as of January 8, 2023, among
CinCor Pharma, Inc., AstraZeneca Finance and Holdings Inc. and
Cinnamon Acquisition, Inc. (incorporated by reference to Exhibit 2.1
to CinCor Pharma, Inc.'s Current Report on
Form 8-K (No. 001-41201), filed January 9, 2023).
3.1 Fourth Amended and Restated Certificate of Incorporation of CinCor
Pharma, Inc. (filed herewith)
3.2 Second Amended and Restated Bylaws of CinCor Pharma, Inc. (filed
herewith)
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company
agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.
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