GlaxoSmithKline plc (LSE:GSK) entered into an agreement to acquire Sierra Oncology, Inc. (NasdaqGM:SRRA) from Frazier Healthcare VI, L.P., Frazier Life Sciences VIII, L.P., Frazier Life Sciences Public Fund, L.P., all managed by Frazier Management, L.L.C., and others for $1.3 billion on April 12, 2022. Under the terms of the agreement, the acquisition will be effected through a one-step merger in which the shares of Sierra Oncology outstanding will be cancelled and converted into the right to receive $55 per share in cash. Under the terms of the agreement, the acquisition will be effected through a one-step merger in which the shares of Sierra Oncology outstanding will be cancelled and converted into the right to receive $55 per share in cash. Furthermore, each of the Sierra OncologyÆs stock options will receive an amount in cash equal to the excess of offer per share over the exercise price and Series A warrants will receive $45.98 per warrant. All pre-fundedáwarrants will be deemed exercised in full as a ôcashless exerciseöáand would receive $55 per warrant. Sierra Oncology shall pay a termination fee of $70 million to GlaxoSmithKline. The transaction is subject toácustomary conditions,áincluding the approval of the merger by at least a majority of the issued and outstanding shares of Sierra Oncology and the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.áThe transaction was unanimously approved by the Board of Directors of Sierra Oncology. The initial waiting period under the HSR Act is set to expire on May 31, 2022. On May 31, 2022, the waiting period under the HSR Act expired with respect to the Merger. The shareholders meeting of Sierra Oncology is scheduled on June 29, 2022. As of June 29, 2022, Sierra Oncology stockholders approved the transaction. The transaction is expected to close in the third quarter of 2022 or before. As a result of the adoption by Sierra OncologyÆs stockholders of the Merger Agreement, the Merger is expected to be consummated on July 1, 2022 before market open, subject to the satisfaction of the remaining customary closing conditions. GSK will account for the transaction as a business combination and expects it to be accretive to adjusted EPS in 2024, the expected first full year of momelotinibÆs sales.
PJT Partners is acting as financial advisor and Benet OÆReilly and Kimberly Spoerri of Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to GSK in connection with the transaction. Lazard Freres & Co. LLC is acting as financial advisor and fairness opinion provider while Robert Ishii, Remi Korenblit and Michael Nordtvedt of Wilson Sonsini Goodrich & Rosati, is serving as legal counsel to Sierra Oncology. Graham Robinson and Marie L Gibson of Skadden represented Lazard Freres & Co. LLC in the transaction. Innisfree M&A Inc. acted as proxy solicitor and American Stock Transfer & Trust Company, LLC acted as transfer agent to Sierra Oncology. Sierra Oncology has agreed to pay a fee of $25,000 to Innisfree for its services. Sierra Oncology will pay Lazard, a transaction fee of approximately $44ámillion, payable upon the consummation of the merger, of which $2ámillion became payable upon delivery of the fairness opinion.
GlaxoSmithKline plc (LSE:GSK) completed the acquisition of Sierra Oncology, Inc. (NasdaqGM:SRRA) from Frazier Healthcare VI, L.P., Frazier Life Sciences VIII, L.P., Frazier Life Sciences Public Fund, L.P., all managed by Frazier Management, L.L.C., and others on July 1, 2022.