Item 2.01. Completion of Acquisition or Disposition of Assets.
In connection with the Arrangement, at
At the Effective Time, (i) each Share outstanding immediately prior to the
Effective Time other than Shares held by Purchaser and its affiliates or held by
a dissenting holder of Shares who has validly exercised such holder's dissent
rights, was deemed to be assigned and transferred by the holder thereof to
Purchaser in exchange for the Consideration for each Share held; (ii) each
warrant to purchase or acquire Shares (a "Warrant") outstanding immediately
prior to the Effective Time (whether or not exercisable), other than Warrants
held by a dissenting Warrant Holder who has validly exercised such holder's
dissent rights, was transferred from the holder thereof to Trillium in
consideration for, at the holder's election: (x) a cash payment equal to the
amount by which the Consideration, in respect of each Warrant, exceeded the
exercise price per Share of such Warrant, subject to applicable tax withholdings
and other source deductions, or (y) a cash payment equal to the Black-Scholes
value of a Warrant (as calculated pursuant to the terms and conditions of the
certificate governing such Warrant), in respect of each Warrant without interest
and subject to applicable tax withholdings and other source deductions, and such
Warrant was cancelled immediately after its transfer; (iii) each option to
purchase Shares (an "Option") outstanding immediately prior to the Effective
Time, whether vested or unvested, was deemed to be unconditionally vested and
exercisable and such Options were deemed to be assigned and transferred to
Trillium in exchange for a cash payment by or on behalf of Trillium in respect
of each Share subject to each Option equal to the amount (if any) by which the
Consideration exceeded the exercise price of such Option, subject to applicable
tax withholdings and other source deductions, and such Option was cancelled
immediately after its transfer; and (iv) each deferred share unit (a "DSU")
ordinarily vested in accordance with the terms of Trillium's omnibus incentive
plan and required settlement as all of the holders of DSUs ceased to serve in
their capacity as a director of Trillium and each DSU outstanding immediately
prior to the Effective Time (whether vested or unvested) was settled and
extinguished in consideration for a cash payment by or on behalf of Trillium
equal to the Consideration, calculated with respect to the number of common
shares of Trillium to which a holder of DSUs was entitled, subject to applicable
tax withholdings and other source deductions, and such DSUs were cancelled and
ceased to exist without any further act or formality. The aggregate
consideration payable by Purchaser to acquire the Shares, Warrants, Options and
DSUs outstanding immediately prior to the Effective Time (other than Shares held
by Purchaser and its affiliates) is approximately
The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, a copy of which is attached as
Exhibit 2.1 to Trillium's Current Report on Form 8-K filed with the
The information contained in the Introductory Note and in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Trillium has notified the
On the Closing Date, Trillium also notified the
Item 3.03. Material Modification to Rights of Security Holders.
On
The information contained in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant
In connection with the Arrangement, a change of control of Trillium occurred and Trillium became a wholly-owned indirect subsidiary of Pfizer.
The information contained in the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into 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.
On
Also, effective as of the Effective Time, each then-member of the board of
directors of Trillium, consisting of
Item 8.01. Other Events.
Incorporated by reference is Exhibit 99.1 attached hereto, a press release
issued by Pfizer on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit Number Description Arrangement Agreement dated as ofAugust 20, 2021 , amongTrillium Therapeutics Inc. , Pfizer Inc. and PF Argentum Acquisition ULC (incorporated by reference to Exhibit 2.1 to Trillium's Form 8-K filed 2.1 onAugust 20, 2021 ) 99.1 Press release issued by Pfizer Inc. onNovember 17, 2021 104 Cover Page Interactive Data File (formatted as inline XBRL)
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