Item 8.01. Other Events
As previously reported, Ra Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), UCB S.A., a société anonyme formed under the laws of Belgium (“UCB”),
and Franq Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UCB (“Merger Sub”), entered
into an Agreement and Plan of Merger dated as of October 9, 2019 providing for the merger of Merger Sub with and into the Company
(the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of UCB. In connection
with the Merger, on October 23, 2019, Ra Pharma and UCB filed the notification and report forms required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with the Federal Trade Commission (the “FTC”)
and the Antitrust Division of the Department of Justice. Following informal discussions with the FTC, UCB voluntarily withdrew
its notification and report form effective November 22, 2019. UCB intends to re-file such form by November 26, 2019 which
will restart the 30-calendar-day waiting period under the HSR Act. The withdrawal and refiling are standard procedural steps
that provide the FTC with additional time to complete its review of the proposed Merger. The Company continues to anticipate that
the Merger will be consummated by the end of the first quarter of 2020, assuming satisfaction or waiver of all of the conditions
to the Merger.
Important Additional Information and Where to Find It
This report may be deemed solicitation material in respect
of the Merger. In connection with the Merger, the Company filed with the Securities and Exchange Commission (the “SEC”)
on November 15, 2019 a Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”) and commenced
mailing the Definitive Proxy Statement to the stockholders of the Company on or about November 15, 2019. The Special Meeting of
the stockholders of the Company is currently scheduled to be held on December 17, 2019. THE COMPANY’S STOCKHOLDERS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, UCB AND THE MERGER. Investors and security holders will be able to obtain
free copies of the Definitive Proxy Statement and other documents filed with the SEC by the Company through the website maintained
by the SEC at http://www.sec.gov, on the Company’s internet website at https://rapharma.com or by sending
a written request to the Company at 87 Cambridgepark Drive, Cambridge, Massachusetts 02140, Attention: Legal.
Participants in the Solicitation
The Company and its directors, executive officers and certain
other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection
with the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants
in the solicitation of the Company’s stockholders in connection with the proposed Merger is set forth in the Definitive Proxy
Statement.
Forward-Looking Statements
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding the Merger and the ability to consummate the Merger. Forward-looking statements include all statements that
are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “might,”
“will,” “objective,” “intend,” “should,” “could,” “can,”
“would,” “expect,” “believe,” “anticipate,” “project,” “target,”
“design,” “estimate,” “predict,” “potential,” “plan” or the negative
of these terms, and similar expressions and comparable terminology intended to identify forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements
speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new
information or future events. Actual results could differ materially from those contained in any forward-looking statement as
a result of various factors, including, without limitation: (i) the Company may be unable to obtain stockholder approval as required
for the Merger; (ii) conditions to the closing of the Merger may not be satisfied and required regulatory approvals may be delayed
or not be obtained; (iii) the Merger may involve unexpected costs, liabilities or delays; (iv) the business of the Company may
suffer as a result of uncertainty surrounding the Merger; (v) the outcome of any legal proceedings related to the Merger; (vi)
the Company may be adversely affected by other economic, business, and/or competitive factors; (vii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Merger Agreement; and (viii) other risks to the consummation
of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all. If the Merger
is consummated, the Company stockholders will cease to have any equity interest in the Company and will have no right to participate
in its earnings and future growth. Additional factors that may affect the future results of the Company are set forth in its filings
with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2018, which is available on the SEC’s
website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof.