Item 1.01 Entry into a Material Definitive Agreement.
In connection with the consummation of the Merger, on the Closing Date,
Pursuant to the terms of the Indenture, the Company was required to enter into
the Supplemental Indenture in connection with the consummation of the Merger.
The Supplemental Indenture provides that, at and after the effective time of the
Merger (the "Effective Time"), the right to convert each
The foregoing description of the Supplemental Indenture contained in this Item
1.01 does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Indenture and the Supplemental Indenture. A
copy of the Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K
by GBT with the
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the consummation of the Merger as
described above, GBT terminated and repaid in full all outstanding obligations
due under that certain Amended and Restated Loan Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, pursuant to and in accordance with the Merger Agreement,
Merger Sub merged with and into GBT, with GBT surviving the merger as a
subsidiary of Parent. At the Effective Time, each of the issued and outstanding
shares of GBT Common Stock, other than any shares of GBT Common Stock owned by
(i) the Company, any subsidiary of the Company, Parent, Merger Sub or any other
subsidiary of Parent or (ii) stockholders of the Company who have validly
exercised their statutory rights of appraisal under the Delaware General
Corporation Law, was converted into the right to receive
In addition, at the Effective Time, (a) each stock option outstanding immediately prior to the Effective Time, whether or not vested, was canceled and converted into the right of the holder to receive (i) the excess, if any, of the Merger Consideration over the exercise price per share of GBT Common Stock of such stock option, multiplied by (ii) the number of shares of GBT Common Stock subject to such stock option immediately prior to the Effective Time; (b) each restricted stock unit and performance stock unit outstanding immediately prior to the Effective Time was canceled and converted into the right of the holder to receive (i) the Merger Consideration multiplied by (ii) the number of shares of GBT Common Stock subject to such restricted stock unit or performance stock unit (as applicable) immediately prior to the Effective Time (assuming in the case of performance stock units, that all applicable performance measures, other than those tied to a price hurdle with respect to a share of GBT Common Stock (and not relative total shareholder return), were satisfied at the greater of (x) the target level of performance and (y) the actual level of performance (measured as of the Effective Time)); and (c) all performance stock units with performance measures that were tied to a price hurdle with respect to a share of GBT Common Stock (and not relative total shareholder return) were forfeited.
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The foregoing description of the Merger Agreement contained in this Item 2.01
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Merger Agreement. A copy of the Merger Agreement was
filed as Exhibit 2.1 to the Current Report on Form 8-K by GBT with the
The information set forth in the Introductory Note of this report is incorporated by reference in this Item 2.01.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in the Introductory Note and Item 1.01 of this report is incorporated by reference in this Item 2.04.
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, GBT requested that
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this report is incorporated by reference in this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of GBT occurred on the Closing Date and GBT became a wholly owned subsidiary of Parent.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this report is incorporated by reference in this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, as of the Effective Time, each of the
directors of GBT (
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 5.02.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date, in connection with the consummation of the Merger, the certificate of incorporation and bylaws of GBT were each amended and restated in their entirety. A copy of the Amended and Restated Certificate of Incorporation of GBT is filed herewith as Exhibit 3.1 and is incorporated herein by reference. A copy of the Second Amended and Restated Bylaws of GBT is filed herewith as Exhibit 3.2 and is incorporated herein by reference.
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 2.1 Agreement and Plan of Merger, dated as ofAugust 7, 2022 , by and among Pfizer Inc.,Ribeye Acquisition Corp. andGlobal Blood Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 toGlobal Blood Therapeutics, Inc.'s Current Report on Form 8-K filed onAugust 8, 2022 ) 3.1 Amended and Restated Certificate of Incorporation ofGlobal Blood Therapeutics, Inc. , as amended onOctober 5, 2022 3.2 Second Amended and Restated Bylaws ofGlobal Blood Therapeutics, Inc. , as amended onOctober 5, 2022 4.1 First Supplemental Indenture, dated as ofOctober 5, 2022 , betweenGlobal Blood Therapeutics, Inc. andU.S. Bank Trust Company, National Association , as trustee 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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