TANGO THERAPEUTICS, INC. Item 1.01. Entry Into a Material Definitive Agreement
On
The Merger Agreement was unanimously approved by all of BCTG's directors on
Consideration
Under the Merger Agreement, BCTG has agreed to acquire all of the outstanding
shares of Tango common stock (including any options or warrants exercisable
therefor) for
At the effective time of the Merger (the "Effective Time"), by virtue of the Merger and without any further action on the part of BCTG, Merger Sub or Tango (after Tango causes each share of Tango preferred stock that is issued and outstanding immediately prior to the consummation of the Business Combination to be automatically converted immediately prior to the consummation of the Business Combination into a number of shares of Tango common stock at the then-effective conversation rate as calculated in accordance with Tango's organizational documents), each share of Tango common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive a number of shares of BCTG equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Tango (the "Exchange Ratio") without interest. Each outstanding Tango option shall be assumed by BCTG and automatically converted into an option to purchase such number of shares of BCTG's common stock, as adjusted based on the Exchange Ratio. If any shares of Tango common stock issued and outstanding immediately prior to the Effective Time are shares of Tango restricted stock, then the shares of BCTG common stock issued in exchange for such shares of Tango restricted stock shall to the same extent be unvested and subject to the same repurchase option or risk of forfeiture as in effect immediately prior to the Effective Time, and the certificates and/or book entries representing such shares of BCTG common stock shall accordingly be marked with appropriate legends. No certificates or scrip representing fractional shares of BCTG's common stock will be issued pursuant to the Merger. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Merger.
BCTG Post-Closing Board of Directors and Executive Officers
Immediately following the closing, BCTG's board of directors will consist of
nine directors, consisting of
1
Stockholder Approval
BCTG will prepare and file with the
Representations and Warranties; Covenants
BCTG, Merger Sub and Tango have made customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of BCTG and Tango prior to the closing of the Business Combination. The parties have also agreed to customary "no shop" obligations. The representations and warranties of BCTG, Merger Sub and Tango will not survive the closing of the Business Combination.
Closing Conditions
The closing of the Business Combination is subject to certain customary
conditions of the respective parties, including, among other things, that: (i)
applicable stockholder approval shall have been received; (ii) there shall have
been no Material Adverse Effect (as defined in the Merger Agreement) with
respect to Tango since the date of the Merger Agreement; (iii) the waiting
period (or any extension thereof) applicable under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 shall have expired or terminated; (iv) BCTG
shall have at least
Termination
The Merger Agreement may be terminated by BCTG or Tango under certain
circumstances, including, among others; (i) by mutual written consent of BCTG
and Tango; (ii) by either BCTG or Tango if the closing of the Business
Combination has not occurred on or before
The foregoing summary of the Merger Agreement does not purport to be complete . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The PIPE Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure
On
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by BCTG in making presentations to certain existing stockholders of BCTG and other persons with respect to the Transaction.
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act , or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information and Where To Find It
In connection with the proposed Business Combination described herein, BCTG
intends to file relevant materials with the
Participants in the Solicitation
BCTG and its directors and executive officers may be deemed participants in the
solicitation of proxies from BCTG's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in BCTG will be included in the proxy statement
for the proposed Business Combination and be available at www.sec.gov.
Additional information regarding the interests of such participants will be
contained in the proxy statement for the proposed Business Combination when
available. Information about BCTG's directors and executive officers and their
ownership of BCTG common stock is set forth in BCTG's prospectus, dated
Tango and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of BCTG in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.
5
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein (this "Current Report") contain certain "forward-looking statements"
within the meaning of "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be identified by
words such as: "target," "believe," "expect," "will," "shall," "may,"
"anticipate," "estimate," "would," "positioned," "future," "forecast," "intend,"
"plan," "project," "outlook" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among others,
statements made in this Current Report regarding the proposed transactions
contemplated by the Merger Agreement and the Subscription Agreements, including
the benefits of the Merger, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating performance and
results, including estimates for growth, the expected management and governance
of the combined company, and the expected timing of the Merger. Forward-looking
statements are neither historical facts nor assurances of future performance.
Instead, they are based only on BCTG's and Tango's managements' current beliefs,
expectations and assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of our
control. Actual results and outcomes may differ materially from those indicated
in the forward-looking statements. Therefore, you should not rely on any of
these forward-looking statements. Important factors that could cause actual
results and outcomes to differ materially from those indicated in the
forward-looking statements include, among others, the following: (1) the
occurrence of any event, change, or other circumstances that could give rise to
the termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against BCTG and Tango following the
announcement of the Merger Agreement and the transactions contemplated therein;
(3) the inability to complete the proposed Business Combination, including due
to failure to obtain approval of the stockholders of BCTG and Tango, certain
regulatory approvals, or satisfy other conditions to closing in the Merger
Agreement; (4) the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Merger Agreement or could otherwise
cause the transaction to fail to close; (5) the failure to meet the minimum cash
requirements of the Merger Agreement due to BCTG stockholder redemptions and the
failure to obtain replacement financing; (6) the inability to complete the
concurrent PIPE; (7) the failure to meet projected development and production
targets; (8) the impact of COVID-19 pandemic on Tango's business and/or the
ability of the parties to complete the proposed Business Combination; (9) the
inability to obtain or maintain the listing of BCTG's shares of common stock on
Nasdaq following the proposed Business Combination; (10) the risk that the
proposed Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the proposed Business Combination; (11)
the ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the
ability of Tango to grow and manage growth profitably, and retain its key
employees; (12) costs related to the proposed Business Combination; (13) changes
in applicable laws or regulations; (14) the possibility that BCTG or Tango may
be adversely affected by other economic, business, and/or competitive factors;
(15) risks relating to the uncertainty of the projected financial information
with respect to Tango; (16) risks related to the organic and inorganic growth of
Tango's business and the timing of expected business milestones; (17) the amount
of redemption requests made by BCTG's stockholders; and (18) other risks and
uncertainties indicated from time to time in the final prospectus of BCTG for
its initial public offering dated
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
6
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofApril 13, 2021 by and amongBCTG Acquisition Corp. ,BCTG Merger Sub Inc. andTango Therapeutics, Inc. 10.1 Form of Subscription Agreement, dated as ofApril 13, 2021 by and amongBCTG Acquisition Corp. and certain institutional and accredited investors 10.2 Form of Company Support Agreement by and amongBCTG Acquisition Corp. , certain stockholders ofTango Therapeutics, Inc. andTango Therapeutics, Inc. (included as Exhibit A to exhibit 2.1) 10.3 Form of Parent Support Agreement (included as Exhibit B to exhibit 2.1) 10.4 Form of Amended and Restated Registration Rights Agreement (included as Exhibit G to exhibit 2.1) 10.5 Form of Stockholder Lock-Up Agreement (included as Exhibit D to exhibit 2.1) 99.1** Press Release datedApril 14, 2021 99.2** Investor Presentation datedApril 14, 2021 * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by theU.S. Securities and Exchange Commission . ** Furnished but not filed. 7
© Edgar Online, source
