Item 8.01. Other Events.
Regulatory Approvals Relating to the Arrangement
As previously disclosed, on August 20, 2021, Trillium Therapeutics Inc., a
corporation existing under the laws of the Province of British Columbia
("Trillium") entered into a definitive arrangement agreement (the "Arrangement
Agreement") with Pfizer Inc., a Delaware corporation ("Pfizer") and PF Argentum
Acquisition ULC, a corporation formed under the laws of the Province of British
Columbia ("Purchaser"), under which Purchaser will acquire all of the issued and
outstanding common shares and preferred shares (collectively, the "Shares") of
Trillium not owned by Purchaser and its affiliates for $18.50 per Share in cash,
by way of a plan of arrangement under the Business Corporations Act (British
Columbia) (the "Arrangement").
The Arrangement is conditioned on the expiration or termination of the waiting
period under the Competition Act (Canada) (the "Competition Act"), or the
provision of a waiver by the Commissioner of Competition under paragraph
113(c) of the Competition Act. On September 3, 2021, Trillium and Pfizer each
filed a Part IX notification, and the parties to the Arrangement filed a joint
advance ruling certificate request with respect to the Arrangement. On
October 13, 2021, Pfizer and Trillium voluntarily withdrew their Part IX
notifications, and re-filed such form on October 14, 2021, restarting the 30-day
statutory waiting period. The withdrawal and re-filing are procedural steps to
provide the Competition Bureau with additional time to complete its review of
the proposed Arrangement. The waiting period with respect to the Part IX
notification filed by the parties to the Arrangement under the Competition Act
is scheduled to expire at 11:59 p.m., Eastern Time, on November 15, 2021, unless
extended or earlier terminated.
As previously reported, on October 12, 2021, Pfizer voluntarily withdrew its
filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and re-filed such form on October 14, 2021, restarting
the 30-day waiting period. The withdrawal and re-filing are procedural steps to
provide the Federal Trade Commission with an additional 30 days to complete its
review of the proposed Arrangement. The waiting period with respect to the
notification and report forms under the HSR Act is scheduled to expire at 11:59
p.m., Eastern Time, on November 15, 2021, unless extended or earlier terminated.
Trillium and Pfizer are working cooperatively with the applicable regulatory
authorities in their review of the proposed Arrangement, and continue to expect
to consummate the Arrangement in the fourth quarter of 2021 or the first half of
2022 upon the satisfaction or waiver of the closing conditions specified in the
Arrangement Agreement.
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this report contain information that is not
historical, these statements are forward-looking statements within the meaning
of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking
information under Canadian securities law (collectively, "forward-looking
statements"). Certain statements in this report may constitute forward-looking
statements, which reflect the expectations of Trillium's management regarding
the business prospects and opportunities of Trillium and the Arrangement. The
use of words such as "may," "will," "could," "should," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts," "projects,"
"seeks," "endeavor," "potential," "continue" or the negative of such words or
other similar expressions can be used to identify forward-looking statements.
Trillium's actual results could differ materially from those stated or implied
in forward-looking statements due to a number of factors including but not
limited to risks related to the satisfaction or waiver of the conditions to
closing the proposed transaction (including the failure to obtain necessary
regulatory, court and Trillium's securityholder approvals) in the anticipated
timeframe or at all, including the possibility that the proposed transaction
does not close; the response of business partners and competitors to the
announcement of the proposed transaction, and/or potential difficulties in
employee retention as a result of the announcement and pendency of the proposed
transaction; significant transaction costs; and unknown liabilities and the risk
of litigation and/or regulatory actions related to the proposed transaction.
Please also refer to the factors discussed under "Risk Factors" and "Special
Note Regarding Forward-looking Information" in Trillium's Annual Report on
Form 10-K for the year ended December 31, 2020, with the U.S. Securities
Exchange Commission ("SEC"), each as updated by Trillium's continuous disclosure
filings, which are available at www.sec.gov and at www.sedar.com.
Forward-looking statements involve significant risks and uncertainties, should
not be read as guarantees of future performance or results, and will not
necessarily be accurate indications of whether or not or the times at or by
which such performance or results will be achieved. All forward-looking
statements herein are qualified in their entirety by this cautionary statement
and are made as of the date of this document. Trillium disclaims any obligation
to revise or update any such forward-looking statements or to publicly announce
the result of any revisions to any of the forward-looking statements contained
herein to reflect future results, events or developments, except as required by
law.
Additional Information about the Arrangement and Where to Find It
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote,
consent or approval in any jurisdiction, nor shall there by any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable
law. This communication has been prepared in respect of the transaction
involving Trillium, Pfizer and Purchaser pursuant to the terms of the
Arrangement Agreement, and may be deemed to be soliciting material relating to
the transaction. In connection with the transaction, Trillium filed the
definitive management information circular and proxy statement relating to a
special meeting of the securityholders with the SEC and Canadian Securities
Administrators ("CSA") on September 27, 2021. Additionally, Trillium may file
other relevant materials in connection with the transaction with the SEC.
Securityholders of Trillium are urged to read the definitive management
information circular and proxy statement and/or consent solicitation documents
regarding the transaction and any other relevant materials that may be filed
with the SEC, as well as any amendments or supplements to these documents,
carefully in their entirety before making any voting or investment decision with
respect to the transaction because they contain or will contain important
information about the transaction and the parties to the Arrangement Agreement.
The definitive management information circular and proxy statement was first
mailed to holders of Trillium's securityholders on or about October 4, 2021.
Securityholders will be able to obtain a copy of the definitive management
information circular and proxy statement, as well as other filings containing
information about the transaction and the parties to the Arrangement Agreement
made by Trillium with the SEC and CSA free of charge on EDGAR at www.sec.gov, on
SEDAR at www.sedar.com, or on Trillium's website at
www.trilliumtherapeutics.com. Information contained on, or that may be accessed
through, the websites referenced in this communication is not incorporated into
and does not constitute a part of this document. We have included these website
addresses only as inactive textual references and do not intend them to be
active links.
Participants in the Solicitation
Trillium and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the securityholders of Trillium
in respect of the transaction. Information about Trillium's directors and
executive officers is set forth in the proxy statement and management
information circular for Trillium's Annual General and Special Meeting of
Shareholders, which was filed with the SEC and CSA on April 30, 2021. Investors
may obtain additional information regarding the interest of such participants by
reading the definitive management information circular and proxy statement and
other relevant materials to be filed with the SEC regarding the Arrangement.
Investors and stockholders should read the definitive management information
circular and proxy statement carefully before making any voting or investment
decisions. Investors may obtain free copies of these documents using the sources
indicated above.
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