Item 2.01 Completion of Acquisition or Disposition of Assets
OnSeptember 26, 2022 , pursuant to the Asset Purchase Agreement (the "Purchase Agreement"), by and betweenEmergent BioSolutions Inc. ("Emergent" or the "Company") and Chimerix, Inc. (the "Seller"), Emergent completed the previously announced acquisition of the Seller's exclusive worldwide rights to brincidofovir, including TEMBEXA® and related assets (the "Transaction"). TEMBEXA is a medical countermeasure for smallpox approved by theU.S. Food and Drug Administration inJune 2021 . At the closing, Emergent paid a cash purchase price of$238 million , exclusive of customary closing adjustments, using borrowings under its existing revolving credit facility (the "Purchase Price"). The descriptions of the Transaction herein and under Item 1.01 of the Current Report on Form 8-K filed by the Company onMay 18, 2022 do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement which was attached as Exhibit 2 to the Form 8-K filedMay 18, 2022 and is incorporated herein by reference as Exhibit 2.1. The Purchase Agreement is intended to provide investors with information regarding its material terms. It is not intended to provide any other financial information about the Company or its subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties, or covenants or any description thereof as characterizations of the actual state of facts or condition of the entities being acquired or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, and covenants may have changed after the date of the Purchase Agreement.
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description Asset Purchase Agreement, datedMay 15, 2022 , by and between the Company and 2.1*+ Chimerix, Inc. (incorporated by reference to
Exhibit 2 of the Company's Form
8-K filed onMay 18, 2022 ). 99.1 Press release, datedSeptember 26, 2022 . 101Emergent BioSolutions Inc. Current Report on Form
8-K, dated
2022 formatted in XBRL (Extensible Business
Reporting Language): Cover Page.
The instance document does not appear in the
Interactive Data File because
its XBRL tags are embedded within the Inline XBRL
document.
104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101). * Schedules and exhibits to the Asset Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to theSecurities and Exchange Commission upon request. + Certain portions of this exhibit (indicated by "[***]") have been omitted because the Company has determined that the information is not material and would likely cause competitive harm to the Company if publicly disclosed.
--------------------------------------------------------------------------------
© Edgar Online, source