Novo Nordisk A/S (CPSE:NOVO B) entered into a definitive merger agreement to acquire remaining 97% stake in Dicerna Pharmaceuticals, Inc. (NasdaqGS:DRNA) for $2.9 billion on November 17, 2021. Pursuant to the merger agreement, Novo Nordisk will commence a tender offer to acquire all of the outstanding shares of common stock of Dicerna, at an offer price of $38.25 per share, net to the seller in cash, without interest and subject to any withholding of taxes, which represents a total equity value of approximately $3.3 billion. Following the merger, Dicerna will operate as a wholly owned subsidiary of Novo. Novo Nordisk has available funds or it will make available funds in an amount sufficient to consummate the transaction by payment in cash of the aggregate offer price with the transaction mainly being debt financed. The merger agreement also contains termination provisions for both Dicerna and Novo and further provides that, upon termination of the agreement under specified circumstances, including termination by Dicerna to accept and enter into a definitive agreement with respect to an unsolicited superior offer, Dicerna will be required to pay a termination fee of $100 million in cash. Following completion, Dicerna employees will stay with Novo Nordisk.

The closing of the offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Dicerna's outstanding shares; Novo Nordisk shall have accepted for payment all of the shares validly tendered (and not validly withdrawn) pursuant to the offer; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the agreement shall not have been terminated in accordance with its terms; receipt of applicable regulatory approvals; the representations and warranties of Dicerna set forth in the agreement shall be accurate in all respects as of the date of the agreement and other customary conditions. The transaction was unanimously approved by the Dicerna Board of Directors and the Board of Directors of Novo Nordisk. The Board of Directors of Dicerna resolved to recommend that the stockholders of Dicerna tender their shares pursuant to the offer. At the effective time of the merger, the shares not purchased pursuant to the offer, will each be cancelled and converted into the right to receive the offer price of $38.25 per share, without interest and subject to any withholding of taxes. The tender offer will be commenced no later than November 24, 2021. The offer commenced on November 24, 2021 and will initially expire at one minute after 11:59 p.m. Eastern Time on the date that is twenty business days following the commencement of the offer, unless otherwise agreed to in writing by Novo and Dicerna. The acquisition of Dicerna is expected to be completed in the fourth quarter of 2021. The transaction will not impact Novo Nordisk's previously communicated operating profit outlook for 2021 or the ongoing share buyback programme. The acquisition will lead to an increase in research and development costs, with an estimated negative impact on operating profit growth in 2022 of around 3% due to higher operating costs and amortisations of intangible assets. On December 3, 2021, a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board in the United States District Court for the District of Colorado, captioned Joseph Sheridan v. Dicerna Pharmaceuticals, Inc., et al., Case No. 1:21-cv-03236 (the “Sheridan Complaint”); a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board in the United States District Court for the Southern District of New York, captioned Laurie Volpe v. Dicerna Pharmaceuticals, Inc., et al., Case No. 1:21-cv-10342 (the “Volpe Complaint”); and a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board in the United States District Court for the District of Delaware, captioned Michael Kent v. Dicerna Pharmaceuticals, Inc., et al., Case No. 1:99-mc-09999-UNA (the “Kent Complaint”). Also on December 3, 2021, a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board, Novo and Purchaser in the United States District Court for the Southern District of New York, captioned Matthew Hopkins v. Dicerna Pharmaceuticals, Inc., et al., Case No. 1:21-cv-10345. On December 6, 2021, a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board in the United States District Court for the Southern District of New York, captioned David Kaufmann v. Dicerna Pharmaceuticals, Inc., et al., Case No. 1:21-cv-10379 (the “Kaufmann Complaint”); a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board in the United States District Court for the Eastern District of Pennsylvania, captioned Jeffrey D. Justice, II v. Dicerna Pharmaceuticals, Inc., et al., Case 2:21-cv-05340 (the “Justice Complaint”); and a purported Dicerna stockholder filed a complaint against Dicerna and each member of the Company Board in the United States District Court for the Eastern District of New York, captioned Joan Whitehead v. Dicerna Pharmaceuticals, Inc., et al., Case 2:21-cv-06764. As of Decembr 8, 2021, the Company, Parent and Purchaser believe the claims asserted in each of the complaints are without merit. On December 8, 2021, in connection with the withdrawal of Parent's Premerger Notification and Report Form under the HSR Act, and as agreed with the Company, Purchaser extended the expiration of the Offer. The Offer was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on December 22, 2021. The expiration date of the Offer is extended to 5:00 p.m., Eastern Time, on December 27, 2021, unless further extended. The Depository has advised Parent that, as of December 7, 2021, approximately 76,176 Shares had been validly tendered and received, and not validly withdrawn, pursuant to the Offer, representing approximately .1% of the outstanding Shares. As of December 24, 2021, Dicerna announces expiration of Hart-Scott-Rodino Act waiting period for the transaction.

Evercore Inc. (NYSE:EVR) acted as exclusive financial advisor and William H. Aaronson of Davis Polk & Wardwell LLP acted as legal advisor to Novo Nordisk. Centerview Partners LLC acted as lead financial advisor and SVB Leerink LLC acted as financial advisor to Dicerna. Centerview Partners LLC and SVB Leerink LLC provided fairness opinion to the Board of Directors of Dicerna. Stephen F. Arcano, Graham Robinson, Laura P. Knoll, Resa Schlossberg, Maria Raptis, Regina Olshan, Timothy F. Nelson, Moshe Spinowitz, Brianne Allan and Parmeet Batra of Skadden, Arps, Slate, Meagher & Flom LLP and Goodwin Procter LLP acted as legal advisors to Dicerna. Dicerna has agreed to pay Centerview an aggregate fee, currently estimated to be 1.5% of the aggregate consideration, for its services as financial advisor, of approximately $50 million, $2 million of which was payable upon the rendering of Centerview's opinion and approximately $48 million of which is payable contingent upon consummation of the transaction. Dicerna has agreed to pay SVB Leerink an aggregate fee, currently estimated to be approximately $10 million, $2 million of which became payable upon the rendering of SVB Leerink's opinion and the remainder of which is payable contingent upon consummation of the transaction. notify the Company's stock transfer agent, American Stock Transfer & Trust Company, LLC acted as depository and paying agent while D.F. King & Co., Inc acted as information agent to Novo Nordisk in connection with the offer. American Stock Transfer & Trust Company, LLC acted as stock transfer agent to Dicerna.

Novo Nordisk A/S (CPSE:NOVO B) completed the acquisition of remaining 97% stake in Dicerna Pharmaceuticals, Inc. (NasdaqGS:DRNA) on December 27, 2021.