Item 8.01 Other Events.
As previously announced, on May 4, 2021, Chiasma, Inc., a Delaware corporation
("Chiasma"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Amryt Pharma plc, a public limited company incorporated under
the laws of England and Wales ("Amryt"), and Acorn Merger Sub, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Amryt ("Merger Sub"),
pursuant to which, subject to the satisfaction or waiver of the conditions
therein, Merger Sub will merge with and into Chiasma (the "Merger"), with
Chiasma surviving as an indirect wholly owned subsidiary of Amryt. On July 2,
2021, Chiasma filed with the U.S. Securities and Exchange Commission (the "SEC")
a definitive proxy statement (the "Definitive Proxy Statement") with respect to
the special meeting of Chiasma's stockholders scheduled to be held on August 3,
2021 in connection with the Merger.
Litigation Related to the Merger
In connection with the Merger, five complaints have been filed by purported
Chiasma stockholders. As previously disclosed in the Definitive Proxy Statement,
on June 23, 2021, a purported stockholder filed a case captioned Yurkovich v.
Chiasma, Inc., et al., No. 1:21-cv-05510, in the United States District Court
for the Southern District of New York ("S.D.N.Y.") against Chiasma and its
directors. On June 29, 2021, a purported stockholder filed a complaint in
S.D.N.Y. against Chiasma, its directors, Amryt, and Merger Sub, in a case
captioned Dillion v. Chiasma, Inc. et al., No. 1:21-cv-05641. Also on June 29,
2021, a complaint was filed by a purported stockholder against Chiasma and its
directors in the United States District Court for the Eastern District of New
York in a case captioned Lawlor v. Chiasma, Inc. et al., No. 1:21-cv-03688. On
June 30, 2021, a complaint was filed in S.D.N.Y. by a purported stockholder
against Chiasma and its directors in a case captioned Marshall v. Chiasma, Inc.,
et al., No. 1:21-cv-05651. On July 1, 2021, a purported stockholder filed a
complaint in S.D.N.Y. against Chiasma and its directors in a case captioned Raul
v. Chiasma, Inc., et. al., No. 1:21-cv-05693. The complaints generally allege
that the preliminary registration statement, filed with the SEC on June 15,
2021, contained materially incomplete and misleading information concerning
financial projections for Chiasma and Amryt, the key inputs for the financial
analyses performed by Duff & Phelps, a Kroll Business operating as Kroll, LLC,
the sales process leading up to the proposed transaction, potential conflicts of
interest involving Torreya Capital, LLC, and the Background of the Merger. The
lawsuits seek various remedies, including a preliminary and/or permanent
injunction prohibiting consummation of the proposed transaction, rescission of
the Merger Agreement or any of the terms thereof or, in the event the
transaction is already consummated, awarding the plaintiff rescissory damages,
an accounting and costs and disbursements of the action, including reasonable
attorneys' and expert fees and expenses. Given the early stage of the
proceeding, it is impossible to predict the outcome or to estimate possible loss
or range of loss, if any. Chiasma believes the complaints are without merit. If
additional similar complaints are filed, absent new or significantly different
allegations, Chiasma will not necessarily disclose such additional filings.
Forward-Looking Statements
This communication relates to a proposed business combination transaction
between Amryt and Chiasma. This communication includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
relate to future events and anticipated results of operations, business
strategies, the anticipated benefits of the proposed transaction, the
anticipated impact of the proposed transaction on the combined company's
business and future financial and operating results, the expected amount and
timing of synergies from the proposed transaction, the anticipated closing date
for the proposed transaction and other aspects of our operations or operating
results. These forward-looking statements generally can be identified by phrases
such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates"
or other words or phrases of similar import. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire or occur, or
if any of them do, what impact they will have on the results of operations and
financial condition of the combined companies or the price of Amryt or Chiasma
stock. These forward-looking statements involve certain risks and uncertainties,
many of which are beyond the parties' control, that could cause actual results
to differ materially from those indicated in such forward-looking statements,
including but not limited to: the impact of public health crises, such as
pandemics (including coronavirus (COVID-19)) and epidemics and any related
company or government policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the functioning of
national or global economies and markets; the effect of the announcement of the
merger on the ability of Amryt or Chiasma to retain and hire key personnel and
maintain relationships with customers, suppliers and others with whom Amryt or
Chiasma do business, or on Amryt's or Chiasma's operating results and business
generally; risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger; the
outcome of any legal proceedings related to the merger; the ability of the
parties to consummate the proposed transaction on a timely basis or at all; the
satisfaction of the conditions precedent to consummation of the proposed
transaction, including the ability of Amryt to successfully integrate Chiasma's
operations; the ability of Amryt to implement its plans, forecasts and other
expectations with respect to Amryt's business after the completion of the
transaction and realize expected synergies; and business disruption following
the merger. These risks, as well as other risks related to the proposed
transaction, are included in the registration statement on Form F-4, and if
necessary, the registration statement on Form F-6, and were included in the
Definitive Proxy Statement/prospectus that was filed with the SEC on July 2,
2021 in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in the registration
statement on Form F-4, and if
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necessary, the registration statement on Form F-6, are, considered
representative, no such list should be considered to be a complete statement of
all potential risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from those
described in the forward-looking statements, see the section entitled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Amryt's Annual Report on Form 20-F for the year ended
December 31, 2020 filed with the SEC on April 30, 2021 and Amryt's Form 6-K for
the quarter ended March 31, 2021 filed with the SEC on May 4, 2021, and
Chiasma's most recent Quarterly Reports on Form 10-Q and Annual Report on Form
10-K. The forward-looking statements included in this communication are made
only as of the date hereof. Neither Amryt nor Chiasma undertakes any obligation
to update any forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, on June 15, 2021, Amryt filed with
the SEC a registration statement on Form F-4, which was declared effective by
the SEC on July 1, 2021, that includes a proxy statement of Chiasma and that
also constitutes a prospectus of Amryt, and each of Chiasma and Amryt may file
with the SEC other documents regarding the proposed transaction. This
communication is not a substitute for the Definitive Proxy Statement/prospectus
or registration statement or any other document that Amryt or Chiasma may file
with the SEC. The Definitive Proxy Statement/prospectus was mailed to
stockholders of Amryt and Chiasma on or about July 2, 2021. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
AMRYT, CHIASMA AND THE PROPOSED TRANSACTION. Investors and security holders may
obtain copies of these documents, once such documents are filed with the SEC,
free of charge through the website maintained by the SEC at www.sec.gov or from
Amryt at its website, https://amrytpharma.com, or from Chiasma at its website,
https://chiasma.com. Documents filed with the SEC by Amryt will be available
free of charge by accessing Amryt's website under the heading Investors, or,
alternatively, by contacting Amryt's Investor Relations department at
ir@amrytpharma.com, and documents filed with the SEC by Chiasma will be
available free of charge by accessing Chiasma's website at https://chiasma.com
under the heading News and Investors or, alternatively, by contacting Chiasma's
Investor Relations department at investor.relations@chiasmapharma.com.
Participants in the Solicitation
Amryt and Chiasma and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Chiasma in
respect of the proposed transaction under the rules of the SEC. Information
about Chiasma's directors and executive officers is available in Chiasma's
definitive proxy statement dated April 26, 2021 for its 2021 Annual Meeting of
Stockholders. Information about Amryt's directors and executive officers is
available in Amryt's Annual Report on Form 20-F filed with the SEC on April 30,
2021. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Definitive Proxy Statement/prospectus, which
was filed on July 2, 2021, and other relevant materials to be filed with the SEC
regarding the proposed transaction when they become available. Investors should
read the proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these
documents from Chiasma or Amryt using the sources indicated above.
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