Item 8.01. Other Events.
On July 29, 2021 Xeris Pharmaceuticals, Inc. ("Xeris") issued an announcement
(the "Rule 2.10 Announcement") in accordance with Rule 2.10 of the Irish
Takeover Panel Act, 1997, Takeover Rules 2013 that, as of the close of business
on July 28, 2021, Xeris' issued share capital, excluding treasury shares, is
comprised of 66,497,370 shares of common stock with a par value of $0.0001 per
share. A copy of the Rule 2.10 Announcement is attached hereto as Exhibit 99.1
and incorporated by reference herein.
No Offer or Solicitation
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 or
approval in any jurisdiction pursuant to the Proposed Transaction (as defined
below), the merger or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made in the United States absent registration
under the Securities Act or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements. The Proposed Transaction will be
made solely by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Xeris Biopharma Holdings, Inc. ("Xeris Biopharma Holdings") has filed with the
United States Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that includes the joint proxy statement of Strongbridge
and Xeris and that also constitutes a prospectus with respect to the shares of
Xeris Biopharma Holdings to be issued pursuant to the proposed acquisition by
Xeris and Xeris Biopharma Holdings of the entire issued and to be issued
ordinary share capital of Strongbridge Biopharma plc ("Strongbridge") pursuant
to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act
2014 and a capital reduction under Sections 84 to 86 of the Act (such
acquisition, the "Proposed Transaction"). The joint proxy statement also
contains the transaction agreement describing the terms and conditions of the
Proposed Transaction, as well as further information relating to the
implementation of the Proposed Transaction, notices of the Xeris shareholder
meeting and the Strongbridge shareholder meetings and information on the Xeris
Biopharma Holdings shares. Xeris and Strongbridge have filed and may also file
other documents with the SEC regarding the Proposed Transaction. This
communication is not a substitute for the joint proxy statement or any other
document which Xeris, Xeris Biopharma Holdings or Strongbridge has filed or may
file with the SEC.
The joint proxy statement, as well as Xeris' and Strongbridge's other public
filings with the SEC, may be obtained without charge at the SEC's website at
www.sec.gov and, in the case of Xeris' filings, at Xeris' website at
www.xerispharma.com.
INVESTORS, XERIS SHAREHOLDERS AND STRONGBRIDGE SHAREHOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE ACQUISITION AND RELATED MATTERS.
Any decision in respect of the resolutions to be proposed at the Xeris
shareholder meeting or any decision in respect of, or other response to, the
Proposed Transaction, should be made only on the basis of the information
contained in the joint proxy statement.
PARTICIPANTS IN THE SOLICITATION
Xeris, Xeris Biopharma Holdings, Strongbridge and their respective directors and
executive officers and employees may be deemed to be participants in the
solicitation of proxies from their respective shareholders in connection with
the Proposed Transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed to be participants in the solicitation of
shareholders in connection with the Proposed Transaction, including a
description of their direct or indirect interests in the Proposed Transaction,
which may be different from those of Xeris shareholders or Strongbridge
shareholders generally, by security holdings or otherwise, will be set forth in
the joint proxy statement (which will contain the Scheme Document) and any other
relevant documents that are filed or will be filed with the SEC relating to the
Proposed Transaction. Information about Xeris' directors and executive officers
is contained in Xeris' Annual Report on Form 10-K for the year ended
December 31, 2020, filed with the SEC on March 9, 2021, its Proxy Statement
on Schedule 14A, dated and filed with the SEC on April 29, 2021, and its Current
Report on Form 8-K filed with the SEC on July 28, 2021. Information regarding
Strongbridge's directors and executive officers is contained in Strongbridge's
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the
SEC on March 3, 2021, and its Proxy Statement on Schedule 14A, dated and filed
with the SEC on April 14, 2021.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Number Description
99.1 Rule 2.10 Announcement, dated July 29, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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