ZYMEWORKS INC. Item 1.01. Entry into a Material Definitive Agreement.
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The Board adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 10 percent or more (or 20 percent or more in the case of certain institutional investors who report their holdings on Schedule 13G) of the Common Shares without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination approved by the Board.
The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.
Distribution and The Board has declared a dividend of one Right for each Common
Transfer of Rights; Share outstanding. Prior to the Distribution Date referred to
Rights Certificates: below:
• the Rights will be evidenced by and trade with the certificates
for Common Shares (or, with respect to any uncertificated Common
Shares registered in book entry form, by notation in book entry),
and no separate rights certificates will be distributed;
• new Common Share certificates issued after the Record Date will
contain a legend incorporating the Rights Agreement by reference
(for uncertificated Common Shares registered in book entry form,
this legend will be contained in a notation in book entry); and
• the surrender for transfer of any certificates for Common Shares
(or the surrender for transfer of any uncertificated Common Shares
registered in book entry form) will also constitute the transfer
of the Rights associated with such Common Shares.
Rights will accompany any new Common Shares that are issued after
the Record Date.
Distribution Date: Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Shares and become
exercisable following (1) the 10th business day (or such later
date as may be determined by the Board) after the public
announcement that a person or group of affiliated or associated
persons (such person or group, an "Acquiring Person") has acquired
beneficial ownership of 10 percent or more (or 20 percent or more
in the case of certain institutional investors who report their
holdings on Schedule 13G) of the Common Shares or (2) the 10th
business day (or such later date as may be determined by the
Board) after a person or group announces a tender or exchange
offer that would result in ownership by a person or
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group of 10 percent or more (or 20 percent or more in the case of
certain institutional investors who report their holdings on
Schedule 13G) of the Common Shares. For purposes of the Rights
Agreement, beneficial ownership is defined to include the ownership
of derivative securities.
The date on which the Rights separate from the Common Shares and
become exercisable is referred to as the "Distribution Date."
After the Distribution Date, the Company will mail Rights
certificates to the Company's shareholders as of the close of
business on the Distribution Date and the Rights will become
transferable apart from the Common Shares. Thereafter, such Rights
certificates alone will represent the Rights.
Preferred Shares After the Distribution Date, each Right will entitle the holder to
Purchasable Upon purchase, for the Exercise Price, one one-thousandth of a Preferred
Exercise of Rights: Share having economic and other terms similar to that of one Common
. . .
Item 3.03. Material Modification to Rights of Security Holders.
The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information included in Item 1.01 is incorporated herein by reference.
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In connection with the adoption of the Rights Agreement, on
Item 8.01. Other Events.
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As noted in the Press Release, the Company is subject to both
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Resolutions of the Board of Directors ofZymeworks, Inc. (incorporated by reference to Exhibit A of Exhibit 4.1 hereto) 4.1 Preferred Shares Rights Agreement, dated as ofJune 9, 2022 , by and betweenZymeworks Inc. andComputershare Trust Company, N.A. , as rights agent. 99.1 Press Release, datedJune 10, 2022 . 99.2 Material Change Report datedJune 10, 2022 . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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