Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Term Loan Agreement
On July 23, 2021, Strongbridge Biopharma plc ("Strongbridge"), its subsidiary,
Strongbridge U.S. Inc., and Avenue Venture Opportunities Fund, L.P. ("Avenue")
entered into an amendment (the "Loan Amendment") to the Term Loan Agreement,
dated May 19, 2020 (the "Term Loan Agreement"), among Strongbridge, certain of
its subsidiaries and Avenue.
Under the Term Loan Agreement, Strongbridge granted to Avenue an option to
convert up to $3 million of the aggregate principal amount of any loans
outstanding under the Term Loan Agreement into Strongbridge ordinary shares (the
"Conversion Option"). The Loan Amendment amends the Conversion Option such that
$10 million of the aggregate principal amount of any loans outstanding under the
Term Loan Agreement will automatically convert into Strongbridge ordinary shares
immediately prior to the completion of the acquisition of Strongbridge by Xeris
Pharmaceuticals, Inc. ("Xeris") by means of a scheme of arrangement (the
"Scheme") under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the "Act")
pursuant to the Transaction Agreement (the "Transaction Agreement"), dated
May 24, 2021, among Strongbridge, Xeris, Xeris Biopharma Holdings, Inc.
("HoldCo") and Wells MergerSub, Inc. (the "Acquisition"). The conversion price
remains unchanged at $2.24 per share. The Acquisition is expected to be
completed in the fourth quarter of 2021.
Lock-Up Agreement
On July 23, 2021, in conjunction with the Loan Amendment, Strongbridge and
Avenue entered into a Lock-Up Agreement where Avenue agreed to not transfer or
dispose of any of the shares subject to the Conversion Option allotted in
respect of the aggregate principal amount of outstanding loans in excess of
$3 million (such shares, the "Lock-Up Shares") or any securities underlying,
convertible into or exercisable or exchangeable for Lock-Up Shares for a period
of 90 days following completion of the Acquisition without Strongbridge's prior
written consent.
The foregoing description of the Loan Amendment and the Lock-Up Agreement is not
complete and is qualified in its entirety by reference to the full text of the
Loan Amendment and the Lock-Up Agreement, which are filed as exhibits 2.1 and
2.2 hereto and incorporated herein by reference.
Item 8.01. Other Events
On July 26, 2021, Strongbridge issued a press release announcing the record date
and meeting dates of its special meetings in connection with the Acquisition of
Strongbridge by Xeris pursuant to the Transaction Agreement. The Acquisition
will be effected by means of the Scheme under the Act and a capital reduction
under Sections 84 and 86 of the Act. The special meetings of Strongbridge are
being held to seek shareholder approval of the Scheme and related matters.
Holders of Strongbridge ordinary shares as of 5:00 p.m. Eastern Time in the U.S.
on July 27, 2021 will be entitled to vote at the special meetings. The first
meeting, the special meeting called by the Irish High Court, is to be held on
September 8, 2021 at 12:00 p.m. Eastern Time in the U.S. (5:00 p.m. Irish Time),
at 900 Northbrook Drive, Suite 200, Trevose, Pennsylvania 19053, United States
of America, and the second meeting, the extraordinary general meeting of
shareholders, is to be held on September 8, 2021 at 12:30 p.m. Eastern Time
(5:30 p.m. Irish Time), at
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900 Northbrook Drive, Suite 200, Trevose, Pennsylvania 19053, United States of
America, or, if later, as soon as possible after the conclusion or adjournment
of the first meeting. Shareholders in Ireland may participate in the special
meetings by audio link at the offices of Arthur Cox LLP, Ten Earlsfort Terrace,
Dublin 2, D02 T380, Ireland.
Strongbridge will be mailing a definitive joint proxy statement/prospectus to
its shareholders in the coming days.
The transaction remains subject to customary closing conditions, including the
requisite shareholder approvals described above and certain regulatory
approvals.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Table
2.1 First Amendment to Term Loan Agreement, dated July 23, 2021, among
Strongbridge Biopharma plc, Strongbridge U.S., Inc. and Avenue Venture
Opportunities Fund, L.P.
2.2 Lock-Up Agreement, dated July 23, 2021, between Avenue Venture
Opportunities Fund, L.P. and Strongbridge Biopharma plc
99.1 Press release issued by Strongbridge on July 26, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document
NO OFFER OR SOLICITATION
This report is for information purposes only and 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
Acquisition or the other transactions contemplated by the Transaction Agreement
(collectively, the "Transaction"), nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
In particular, this report is not an offer of securities for sale into the
United States. No offer of securities shall be made in the United States absent
registration under the Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such registration
requirements. The Acquisition will be made solely by means of the Scheme
Document, which contains the full terms and conditions of the Acquisition,
including details of how Strongbridge shareholders may vote in respect of the
Acquisition.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
Strongbridge, Xeris and HoldCo have prepared and filed with the Securities and
Exchange Commission (the "SEC") the preliminary Joint Proxy Statement/Prospectus
on July 2, 2021 (File No. 333-257642) which also constitutes a prospectus with
respect to the HoldCo shares of common stock ("HoldCo Shares") to be issued
pursuant to the Transaction. The Joint Proxy Statement/Prospectus also contains
the Scheme Document and further information relating to the implementation of
the Transaction, the full terms and conditions of the Transaction (including the
Scheme, notices of the Strongbridge Special Meetings and the Xeris Special
Meeting (each as defined in the Joint Proxy Statement/Prospectus) and
information on HoldCo Shares. The Joint Proxy Statement/Prospectus is not final
and may be amended. Strongbridge and Xeris may also file other documents with
the SEC regarding the Transaction. This report is not a substitute for the Joint
Proxy Statement/Prospectus or any other document which Strongbridge, Xeris or
HoldCo may file with the SEC.
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The Joint Proxy Statement/Prospectus, as well as Strongbridge's and Xeris' 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 Strongbridge's filings, at Strongbridge's
website at www.strongbridgebio.com and, in the case of Xeris' filings, at Xeris'
website at www.xerispharma.com.
INVESTORS, STRONGBRIDGE SHAREHOLDERS AND XERIS STOCKHOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS 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 TRANSACTION.
Any vote in respect of resolutions to be proposed at the Strongbridge Special
Meetings to approve the Acquisition, the Scheme or related matters, or other
responses in relation to the Acquisition, should be made only on the basis of
the information contained in the Joint Proxy Statement/Prospectus (including the
Scheme Document). Similarly, any vote in respect of resolutions to be proposed
at the Xeris Special Meeting or any decision in respect of, or other response
to, the Transaction, should be made only on the basis of the information
contained in the Joint Proxy Statement/Prospectus.
PARTICIPANTS IN THE SOLICITATION
Strongbridge, Xeris, HoldCo and their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of proxies
from their respective shareholders in connection with the 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
Transaction, including a description of their direct or indirect interests,
which may be different from those of Strongbridge shareholders or Xeris
stockholders generally, by security holdings or otherwise, are set forth in the
preliminary Joint Proxy Statement/Prospectus (which contains the Scheme
Document) and will be set forth in the final version of the Joint Proxy
Statement/Prospectus and any other relevant documents that are filed or will be
filed with the SEC relating to the Transaction. 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. Information regarding 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, and its Proxy
Statement on Schedule 14A, dated and filed with the SEC on April 29, 2021. You
may obtain free copies of these documents using the sources indicated above.
STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES
The directors of Strongbridge accept responsibility for the information
contained in this report. To the best of the knowledge and belief of the
directors of Strongbridge (who have taken all reasonable care to ensure such is
the case), the information contained in this report for which they respectively
accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
NO PROFIT FORECAST / ASSET VALUATIONS
No statement in this report is intended to constitute a profit forecast for any
period, nor should any statements be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Strongbridge, Xeris or HoldCo as
appropriate. No statement in this report constitutes an asset valuation.
GENERAL
The release, publication or distribution of this report in or into certain
jurisdictions may be restricted by the laws of those jurisdictions, including
any Restricted Jurisdictions (as defined in the Scheme). Accordingly, copies of
this report and all other documents relating to the Transaction are not being,
and must not be, released, published, mailed or otherwise forwarded, distributed
or sent in, into or from any such Restricted
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Jurisdictions. Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these restrictions. Failure to
do so may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
involved in the proposed transaction disclaim any responsibility or liability
for the violations of any such restrictions by any person.
PUBLICATION ON A WEBSITE
In accordance with Rule 19.9 of the Irish Takeover Rules, a copy of this
communication will be published on Xeris' and Strongbridge's joint microsite at
www.xerisstrongbridge.com, which can be accessed via a link on Xeris' website at
www.xerispharma.com and on Strongbridge's website at www.strongbridgebio.com.
The content of any website referred to in this communication is not incorporated
into and does not form part of this communication.
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