Item 2.01
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Completion of Acquisition or Disposition of Assets.
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The disclosures under the Introductory Note are incorporated herein by reference.
At the effective time of the Merger (the
Effective Time
), each share of common stock of OncoMed, par value $0.001 per share (the
OncoMed Common Stock
), that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (A) American Depositary Shares (
Mereo Depositary Shares
),
representing a number of ordinary shares, par value £0.003 per share of Mereo (
Mereo Ordinary Shares
) equal to the Exchange Ratio (as such term is defined in the Merger Agreement) (the
Share
Consideration
), and (B) one contingent value right (a
Mereo CVR
, and together with the Share Consideration, the
Merger Consideration
). No fractional Mereo Ordinary Shares or Mereo Depositary
Shares were issued in connection with the Merger, and any such fractional share was rounded down to the nearest whole share, with no cash being paid for any fractional share eliminated by such rounding.
At or immediately prior to the Effective Time, each option to purchase shares of OncoMed Common Stock that was outstanding and unexercised, whether or not
vested (each, an
OncoMed Option
), was canceled and converted into the right to receive (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such canceled OncoMed Option, multiplied by
(ii) the number of shares of OncoMed Common Stock subject to such OncoMed Option immediately prior to the Effective Time.
Prior to the closing of
the Merger, OncoMed adopted appropriate resolutions and took all other actions necessary to provide that as of immediately prior to the Effective Time, each award of OncoMeds restricted stock units (each, an
OncoMed RSU
) was
canceled and the holder thereof received, immediately prior to the Effective Time, a number of shares of OncoMed Common Stock equal to the number of OncoMed RSUs subject to such award.
The issuance of Mereo Ordinary Shares in connection with the Merger, as described above, was registered under the Securities Act of 1933, as amended, pursuant
to Mereos registration statement on Form
F-4
(File
No. 333-229351),
filed with the Securities and Exchange Commission (the
SEC
) and
declared effective on March 20, 2019.
The forgoing description of the transactions consummated pursuant to the Merger Agreement does not purport to
be complete and is qualified by its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to OncoMeds Current Report on Form
8-K
filed with the SEC on December 6, 2018, which
is incorporated herein by reference.