Item 1.02 Termination of a Material Definitive Agreement.
Effective as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, on
The Offer expired at
On
The aggregate consideration paid by Purchaser in the Offer and Merger to
purchase all outstanding Shares (other than the Shares held by the Parent or
Purchaser or by stockholders of the Company who have properly exercised and
perfected their demands for appraisal under the DGCL), was approximately
As a result of the Merger, (i) each option to purchase Shares (an "Entasis Option") with an exercise price that was less than the Offer Price that was outstanding immediately prior to the Effective Time was terminated and cancelled immediately prior to the Effective Time and converted into the right to receive a lump sum cash payment equal in amount to (a) the number of Shares underlying such Entasis Option as of immediately prior to the Effective Time, multiplied by (b) an amount equal to (x) the Merger Consideration, minus (y) the exercise price of such Entasis Option, net of any taxes withheld pursuant to the Merger Agreement; (ii) each Entasis Option with an exercise price greater than or equal to the Offer Price that was outstanding immediately prior to the Effective Time was terminated and cancelled immediately prior to the Effective Time in exchange for no consideration? (iii) each restricted stock unit with respect to the Shares (an "Entasis RSU") that was outstanding (other than Entasis RSUs held by directors that vested due to the effects of the Merger, which were converted into the right to receive the Merger Consideration) was terminated and cancelled immediately prior to the Effective Time and converted into the right to receive a number of restricted stock units under Innoviva's 2012 Equity Incentive Plan (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such Entasis RSU immediately prior to the Effective Time, multiplied by (y) the Merger Consideration, divided by (z) the volume weighted average price for a share of common stock of Innoviva on the Nasdaq Global Select Market for the ten Business Days prior to the Closing Date as displayed on Bloomberg (the "10-day Parent Stock VWAP") with terms and conditions that are similar to the Entasis RSUs for which they were exchanged, except for certain changes to the vesting schedule and conditions and changes to such terms and conditions as . . .
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 (x) halt trading in the Shares following market close on
the evening of
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
directors of Purchaser as of immediately prior to the Effective Time became the
directors of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's certificate of incorporation, as amended from time to time, was amended and restated in its entirety as set forth on Exhibit D to the Merger Agreement (the "Amended and Restated Certificate of Incorporation"), and the Company's amended and restated bylaws were amended and restated to read in their entirety as the bylaws of Purchaser immediately prior to the Effective Time (the "Amended and Restated Bylaws").
Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMay 23, 2022 , among the Company, Parent and Purchaser (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onMay 23, 2022 ) 3.1 Amended and Restated Certificate of Incorporation of the Company (filed herewith) 3.2 Amended and Restated Bylaws of the Company (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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