INTRODUCTORY NOTE
As previously reported in the Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission (the
SEC) on June 17, 2019, by Array BioPharma Inc., a Delaware corporation (Array), Array entered into an Agreement and Plan of Merger (the Merger Agreement), dated June 14, 2019, with Pfizer Inc., a
Delaware corporation (Pfizer), and Arlington Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pfizer (Purchaser).
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the Offer) on
June 28, 2019 to acquire all of the outstanding shares of common stock of Array, $0.001 par value per share (the Shares), at an offer price of $48.00 per Share in cash (the Offer Price), net to the seller without
interest thereon and subject to any withholding of taxes.
The Offer, as extended, expired at 6:01 P.M., Eastern Time, on July 29, 2019.
Computershare Trust Company, N.A., in its capacity as the depository for the Offer (the Depository), has advised that, as of the expiration of the Offer, 171,905,358 Shares, representing approximately 77% of the Shares issued and
outstanding as of the expiration of the Offer, had been validly tendered and not validly withdrawn pursuant to the Offer. The number of Shares tendered satisfied the Minimum Condition (as defined in the Merger Agreement). As the Minimum Condition
and each of the other conditions of the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Following consummation of the Offer, the remaining conditions to the merger of Purchaser with and into Array (the Merger), set forth in the Merger
Agreement were satisfied, and on July 30, 2019, Pfizer completed its acquisition of Array by consummating the Merger without a meeting of stockholders of Array in accordance with Section 251(h) of the General Corporation Law of the State
of Delaware (the DGCL), with Array continuing as the surviving corporation (the Surviving Corporation). At the effective time of the Merger (the Effective Time), Shares not purchased pursuant to the Offer (other
than Shares held by Array, Pfizer, Purchaser, any wholly owned subsidiary of Pfizer (other than Purchaser), any wholly owned subsidiary of Array or by stockholders of Array who have perfected their statutory rights of appraisal under the DGCL, as
amended) were converted into the right to receive the Offer Price, without interest thereon and subject to any withholding of taxes. As a result of the Merger, Array became a wholly owned subsidiary of Pfizer.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each compensatory option to purchase Shares (a Company Option) that was then
outstanding and unexercised, whether or not vested and which had a per share exercise price that was less than the Offer Price (each, an In the Money Option), was cancelled and converted into the right to receive a cash payment equal to
(i) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Option immediately prior to
the Effective Time, subject to any required withholding of taxes.
At the Effective Time, each Company Option other than an In the Money Option that was
outstanding and unexercised, whether or not vested, was cancelled with no consideration payable in respect thereof.
At the Effective Time, each
restricted stock unit with respect to Shares (a Company RSU) that was outstanding, whether or not vested, was cancelled and the holder thereof was entitled to receive a cash payment equal to the product of (i) the Offer Price and
(ii) the number of Shares subject to such Company RSU, subject to any required withholding of taxes.
The foregoing description of the Merger
Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Arrays Current Report on Form
8-K,
filed with the SEC on
June 17, 2019, and which is incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indenture
In connection with the
consummation of the Merger, Array, Pfizer and The Bank of New York Mellon Trust Company, N.A. (the Convertible Notes Trustee), entered into a Supplemental Indenture (the Supplemental Indenture), dated as of July 30, 2019,
which supplements the Indenture, dated as of December 1, 2017 (as supplemented by the Supplemental Indenture, the Indenture), between Array and the Convertible Notes Trustee, governing Arrays 2.625% Convertible Senior Notes
due 2024 (the Convertible Notes), of which approximately $126 million aggregate principal amount was outstanding on July 30, 2019.