Item 1.02. Termination of a Material Definitive Agreement.
On October 20, 2022, in connection with the completion of the Merger (as defined
below), ChemoCentryx, Inc., a Delaware corporation ("ChemoCentryx") prepaid in
full all amounts owing and terminated all lending commitments under the Amended
and Restated Loan and Security Agreement, dated as of January 8, 2020, among
ChemoCentryx, the subsidiaries of ChemoCentryx party thereto as borrowers and
Hercules Capital, Inc. as lender and agent (as supplemented, amended or
otherwise modified from time to time, the "Loan Agreement"). In connection with
the repayment and termination of the Loan Agreement, ChemoCentryx paid end of
term and prepayment charges equal to $1,734,129.14.
The foregoing description of the Loan Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Loan
Agreement, which was filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q
filed by ChemoCentryx with the Securities and Exchange Commission (the "SEC") on
May 11, 2020, and is incorporated by reference into this Item 1.02.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 20, 2022, ChemoCentryx completed its merger with Carnation Merger
Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary
of Amgen Inc., a Delaware corporation ("Amgen"), whereby Merger Sub merged with
and into ChemoCentryx, with ChemoCentryx continuing as the surviving corporation
and a wholly owned subsidiary of Amgen (the "Merger"). The Merger was effected
pursuant to an Agreement and Plan of Merger, dated as of August 3, 2022, among
ChemoCentryx, Amgen, and Merger Sub (the "Merger Agreement").
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock, par value $0.001 per share, of
ChemoCentryx (the "ChemoCentryx Common Stock" and such shares, collectively, the
"Shares") outstanding immediately prior to the Effective Time (other than any
such Shares (i) held by ChemoCentryx as treasury stock or owned by Amgen or
Merger Sub, (ii) held by any subsidiary of ChemoCentryx or Amgen (other than
Merger Sub) or (iii) as to which appraisal rights have been properly exercised,
and not withdrawn, in accordance with the Delaware General Corporation Law) was
converted into the right to receive $52.00 per Share in cash, without interest
(the "Merger Consideration"). The aggregate Merger Consideration is
approximately $3.7 billion.
Immediately prior to the Effective Time, (i) each ChemoCentryx stock option that
was outstanding immediately prior to the Effective Time vested in full and was
cancelled and converted into the right to receive an amount in cash equal to the
product of the excess, if any, of the Merger Consideration over the exercise
price of such ChemoCentryx stock option and the number of Shares underlying such
option; (ii) each ChemoCentryx restricted share unit that was outstanding
immediately prior to the Effective Time and that was (A) granted prior to
August 3, 2022 and/or (B) held by a non-employee member of the board of
directors of ChemoCentryx (the "Board") vested in full and was cancelled and
converted into the right to receive an amount in cash equal to the product of
the Merger Consideration and the number of Shares underlying such ChemoCentryx
restricted share unit; and (iii) each ChemoCentryx restricted share award that
was outstanding immediately prior to the Effective Time and that was (A) granted
prior to August 3, 2022 and/or (B) held by a non-employee member of the Board,
vested in full and was cancelled and converted into the right to receive an
amount in cash equal to the Merger Consideration.
ChemoCentryx's definitive proxy statement, filed with the SEC on September 14,
2022, as supplemented on October 7, 2022 (the "Proxy Statement"), contains
additional information about the Merger and the Merger Agreement, including
information concerning the interests of directors, executive officers and
affiliates of ChemoCentryx in the Merger.
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The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by ChemoCentryx with the SEC on August 4, 2022, and is
incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On October 20, 2022, in connection with the Merger, ChemoCentryx notified The
Nasdaq Stock Market LLC ("Nasdaq") that the Merger had been completed, and
requested that trading of shares of ChemoCentryx Common Stock on Nasdaq be
halted prior to the opening of trading on October 20, 2022 and suspended at the
close of trading on October 20, 2022. In addition, on October 20, 2022,
ChemoCentryx requested that Nasdaq file with the SEC a Notification of Removal
from Listing and/or Registration under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on Form 25 in order to effect the
delisting of the shares of ChemoCentryx Common Stock from Nasdaq.
Additionally, ChemoCentryx intends to file with the SEC a certification and
notice of termination on Form 15 with respect to the ChemoCentryx Common Stock,
requesting that such stock be deregistered under the Exchange Act, and that the
reporting obligations of ChemoCentryx with respect to the ChemoCentryx Common
Stock under Sections 13 and 15(d) of the Exchange Act be suspended.
The information set forth in Item 2.01 is incorporated by reference into this
Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01 and 5.03 is incorporated by
reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change of control of ChemoCentryx occurred and
Amgen became the sole stockholder of ChemoCentryx. Amgen funded the acquisition
through the use of cash on hand, as described in the Proxy Statement. The
information set forth in Items 2.01, 3.03, 5.02 and 5.03 is incorporated by
reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
The information set forth in Item 2.01 is incorporated by reference into this
Item 5.02. In connection with the Merger, at the Effective Time, each member of
the Board submitted his or her resignation from the Board and from all
committees of the Board on which such directors served. The members of the Board
immediately prior to the Effective Time were Thomas J. Schall, Ph.D., Thomas A.
Edwards, Joseph M. Feczko, M.D., Jennifer L. Herron, Rita I. Jain, M.D., Susan
M. Kanaya, Geoffrey M. Parker, James L. Tyree, and David E. Wheadon, M.D.
In connection with the Merger, at the Effective Time, each executive officer of
ChemoCentryx submitted his or her resignation from his or her position as an
executive officer of ChemoCentryx. The officers of ChemoCentryx immediately
prior to the Effective Time were Thomas J. Schall, Ph.D., Tausif Butt, Rita I.
Jain, M.D., Markus J. Cappel, Ph.D., and Susan M. Kanaya.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01 is incorporated by reference into this
Item 5.03.
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Pursuant to the Merger Agreement, as of the Effective Time, the certificate of
incorporation of ChemoCentryx, as in effect immediately prior to the Effective
Time, was amended and restated in its entirety (the "Amended and Restated
Certificate of Incorporation"). The Amended and Restated Certificate of
Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into
this Item 5.03.
In addition, as of the Effective Time, in accordance with the Merger Agreement,
the Bylaws of ChemoCentryx, as in effect immediately prior to the Effective
Time, were amended and restated in their entirety (the "Bylaws"). The Bylaws, as
so amended and restated, are filed as Exhibit 3.2 hereto and incorporated by
reference into this Item 5.03.
Item 7.01. Other Events.
On October 20, 2022, Amgen issued a press release announcing the completion of
the Merger (the "Press Release"), a copy of which is filed herewith as Exhibit
99.1 and incorporated by reference into this Item 7.01.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed
to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of such section, nor will such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set forth by specific
reference in such filing.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of August 3, 2022, by and
among ChemoCentryx, Inc., Amgen Inc., and Carnation Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 to ChemoCentryx's Current
Report on Form 8-K filed on August 4, 2022)*
3.1 Amended and Restated Certificate of Incorporation of ChemoCentryx,
Inc.
3.2 Amended and Restated Bylaws of ChemoCentryx, Inc.
99.1 Press Release, dated October 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* The schedules to the Agreement and Plan of Merger have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. ChemoCentryx will furnish
copies of any such schedules to the SEC upon request.
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