Section 2.01. Completion of acquisition or disposal of assets.
On July 11, 2022, Innoviva, Inc.a Delaware corporation (“Innoviva”), completed its acquisition of Entasis Therapeutics Holdings Inc., a Delaware company (“Entasis”), pursuant to this agreement and plan of merger, dated
May 23, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between InnovivaEntasis and Innoviva Merger Sub, Inc.a Delaware company and wholly-owned subsidiary of Innoviva
(“Buyer”). Pursuant to the Merger Agreement, the Purchaser has initiated a tender offer (the “Offer”) for all issued and outstanding shares of Entasis common stock, par value $0.001 per share (the “Shares”), other than the shares held by Innoviva and the shares held by Entasis (each as defined below), at a purchase price of $2.20 per Share in cash (the “Offer Price”), without interest and subject to any applicable withholding tax (the “Merger Price”), under the terms and conditions set out in the Merger Agreement.
The offer expired at 5:00 p.m., New York City It’s time July 7, 2022 as planned and was not extended. According Computershare Trust Company, North Americadepositary of the Offer, 11,671,662 Shares have been validly tendered and not withdrawn pursuant to the Offer, which Shares, excluding the 56,072 Shares tendered by Manoussos Perros (the “CEO of Entasis”), represented approximately 60.45% of the outstanding shares not beneficially owned by the purchaser, parent or CEO of Entasis, satisfying the minimum ‘offer. All other conditions of the Offer have been satisfied or waived, and the Purchaser has irrevocably accepted for payment all Shares which have been validly tendered and not validly withdrawn. On July 8, 2022, Innoviva issued a press release announcing the expiration and results of the Offer, a copy of which is attached as Schedule (a)(5)(F) to Amendment No. 2 to Schedule TO filed by Innoviva with the
Security and Exchange Commission (the “SEC”) on July 8, 2022 and is filed as Exhibit 99.1 hereto and incorporated herein by reference.
On July 11, 2022following completion of the Offer, the Purchaser merged with and into Entasis (the “Merger”), with Entasis surviving as a wholly owned subsidiary of Innoviva. The merger was effected pursuant to Section 251(h) of the General Companies Act of State of Delaware (the “DGCL”), with no vote of Entasis shareholders required to complete the Merger. At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding (other than (i) Shares held at the commencement of the Offering and immediately prior to the Effective Time by InnovivaPurchaser or any other direct or indirect subsidiary wholly owned by Innoviva (the “Shares Held by Innoviva”), (ii) Shares held immediately prior to the Effective Time by Entasis (or held in Entasis treasury) (the “Shares Held by Entasis”) and (iii ) Shares held by shareholders who are entitled to, and who have correctly exercised and perfected their respective requests for the valuation of these shares within the period and in the manner provided for in article 262 of the DGCL and, from the effective time, have neither effectively withdrawn their respective claim nor otherwise lost their respective rights to appreciation under section 262 of the DGCL), has been converted into a right to receive a cash amount equal to the Merger Price, without interest and subject to any applicable withholding tax.
The aggregate consideration paid by Innoviva in the Offer and Merger to purchase all outstanding Shares (other than Shares held by Innoviva or by the Purchaser or by Entasis shareholders having duly exercised and perfected their requests for expertise under the DGCL), was approximately $42,395,047.20.
Innoviva provided the Buyer with the necessary funds to complete the Offer and the Merger and to pay the transaction costs and related expenses upon closing of the Merger.
Following the Merger, (i) each option to purchase Shares (an “Entasis Option”) with an exercise price below the current Offer Price immediately before the Effective Time has been terminated and canceled immediately prior to the Effective Time Effective Time and converted into the right to receive a lump sum cash payment in an amount equal to (a) the number of shares underlying such Entasis Option immediately prior to the Effective Time, multiplied by (b) an amount equal to (x) the Merger Consideration less (y) the exercise price of such Entasis Option, net of any taxes retained under the merger agreement; (ii) each Entasis Option with a strike price greater than or equal to the Bid Price that was outstanding immediately before the Effective Time has been terminated and canceled immediately before the Effective Time for no consideration? (iii) each restricted stock unit in respect of the Shares (an “Entasis RSU”) that was outstanding (other than the Entasis RSUs held by the directors which vested as a result of the effects of the Merger, which were converted into right to receive the Merger Consideration) was terminated and canceled immediately prior to the Effective Time and converted to the right to receive a certain number of restricted stock units under Innoviva’s 2012 Stock Incentive Plan (rounded to the nearest whole share) equal to (x) the number of shares subject to such Entasis RSUs immediately prior to the Effective Time, multiplied by (y) the merger consideration, divided by (z) the volume weighted average price of a common share of Innoviva on the Nasdaq Global Select Market for the ten business days prior to the closing date, as displayed on Bloomberg (the “10-Day Parent Stock VWAP”) with terms and conditions similar to the Entasis RSUs against which they have been exchanged, except for certain changes in the timing and conditions of vesting and changes in the terms and conditions that do not adversely affect the rights of their holder? and (iv) each Third Party Warrant issued and outstanding immediately prior to the Effective Time has been replaced by a Replacement Warrant issued by
Innoviva at the Effective Time (each, a “Replacement Mandate”).
The foregoing description of the Merger Agreement (including the description of the consideration payable in connection with the Merger) is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 2.1 to the current report. on Form 8-K filed by Innoviva
with the SECOND on May 23, 2022and is incorporated herein by reference.
Item 8.01. Other Events.
On July 11, 2022, Innoviva issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
2.1 Agreement and Plan of Merger, dated as of May 23, 2022, by and among
Innoviva, Inc., Innoviva Merger Sub, Inc., and Entasis Therapeutics
Holdings Inc.† (incorporated herein by reference to Exhibit 2.1 to
Innoviva's Current Report filed on May 23, 2022)
99.1 Press Release, dated July 8, 2022, issued by Innoviva, Inc. announcing
the expiration and results of the Offer (incorporated herein by
reference to Exhibit (a)(5)(F) to Innoviva's Amendment No. 2 to the
Schedule TO filed on July 8, 2022)
99.2 Press Release, dated July 11, 2022, issued by Innoviva, Inc. announcing
the completion of the acquisition of Entasis Therapeutics Holdings Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
† Appendices and exhibits omitted pursuant to Section 601(b)(2) of the
Regulation S-K. Innoviva agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Securities and Exchange Commission upon its
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