Item 2.01
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Completion of Acquisition or Disposition of Assets.
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The Offer and related withdrawal
rights expired as scheduled at one minute past 11:59 p.m., New York City time, on Tuesday, February 28, 2017 (such date and time, the Expiration Time) without being extended. Computershare Trust Company, N.A., the depositary for the
Offer, has advised that, as of the Expiration Time, 17,410,607 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee) had been validly tendered and not validly
withdrawn pursuant to the Offer, representing approximately 90.3% of the aggregate number of then issued and outstanding Shares, together with all Shares that CoLucid would be required to issue pursuant to any then-outstanding warrants, options,
restricted stock units, benefit plans or obligations, securities or instruments convertible or exchangeable into, or rights exercisable for, Shares immediately prior to the Expiration Time. Accordingly, the minimum tender condition to the Offer has
been satisfied. As a result of the satisfaction of the foregoing condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered, and not validly withdrawn, pursuant to the Offer. In
addition, the depositary has advised that, as of the Expiration Time, 214,472 Shares have been tendered by Notice of Guaranteed Delivery, representing approximately 1.1% of the aggregate number of then issued and outstanding Shares, together with
all Shares that CoLucid would be required to issue pursuant to any then-outstanding warrants, options, restricted stock units, benefit plans or obligations, securities or instruments convertible or exchangeable into, or rights exercisable for,
Shares immediately prior to the Expiration Time.
On March 1, 2017, pursuant to the terms of the Merger Agreement and in accordance
with Section 251(h) of the Delaware General Corporation Law (the DGCL), Purchaser was merged with and into CoLucid (the Merger), with CoLucid being the surviving corporation. Upon completion of the Merger, CoLucid became
a wholly-owned subsidiary of Lilly.
At the effective time of the Merger (the Effective Time), and as a result of the Merger,
each Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Offer Price (the Merger Consideration) in cash, without interest thereon and subject to any required tax withholding,
other than (i) Shares owned by Purchaser, Lilly, CoLucid (or held in CoLucids treasury) or any direct or indirect wholly-owned subsidiary of Lilly immediately prior to the Effective Time, or (ii) Shares held by any stockholder that
was entitled to demand and properly demanded appraisal of such Shares pursuant to, and who complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, had neither effectively withdrawn nor lost such
stockholders rights to such appraisal and payment under the DGCL with respect to such Shares.
The Offer was made only for Shares,
and not for outstanding stock options or restricted stock units issued by CoLucid. Holders of outstanding vested but unexercised stock options or restricted stock units issued by CoLucid could participate in the Offer only if they first exercised
such stock options or became vested in such restricted stock units and settled them for Shares in accordance with the terms of the applicable equity incentive plan and other applicable agreements of CoLucid and tendered such Shares, if any, issued
upon such exercise or in connection with such settlement. Any such exercise or settlement should have been completed sufficiently in advance of the Expiration Time to assure the holder of such outstanding stock options or restricted stock units that
the holder had sufficient time to comply with the procedures for tendering Shares.
In addition, immediately prior to the Effective Time,
each stock outstanding option, whether vested or unvested, was terminated and canceled and each holder of such stock option became entitled to receive (a) a lump sum cash payment in the amount of the Merger Consideration, less the exercise
price of such option, subject to any required withholding taxes, multiplied by the number of Shares issuable under such option, if the exercise price of the option was less than the Merger Consideration, or (b) no consideration, if the exercise
price of the option was greater than or equal to the Merger Consideration.
In addition, immediately prior to the Effective Time, each outstanding restricted stock unit,
whether vested or unvested, was canceled in exchange for the right to receive from CoLucid, and will receive a lump sum cash payment equal to (x) the number of Shares subject to such restricted stock unit, multiplied by (y) the Merger
Consideration, subject to any required withholding taxes.
The aggregate cash consideration paid by Lilly and Purchaser in the Offer and
Merger was approximately $957.7 million, without giving effect to related transaction fees and expenses. Lilly and Purchaser funded the consideration paid to stockholders in the Offer and pursuant to the Merger through Lillys cash on hand
and borrowings at prevailing effective rates under Lillys commercial paper program.
The foregoing summary description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.