Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. Proposal to adopt the Agreement and Plan of Merger, dated as of
The voting results of the holders representing a majority of the aggregate voting power of the shares of Eidos common stock outstanding and entitled to vote thereon are as follows:
For Against Abstain 36,205,106 16,345 19,837
The voting results of a majority of the shares of Eidos common stock held by stockholders other than (A) BridgeBio and its affiliates (including Merger Sub I and Merger Sub II), (B) any director or officer of BridgeBio or its affiliates (including Merger Sub I and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Eidos special committee) (the "Minority Stockholder Approval") (13,534,609 outstanding shares of Eidos common stock entitled to vote) are as follows:
For Against Abstain 10,866,822 16,345 19,837
The voting results of Eidos' outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the Delaware General Corporation Law (the "DGCL") (together with the Minority Stockholder Approval, the "Unaffiliated Stockholder Approvals") (13,534,609 outstanding shares of Eidos common stock entitled to vote) are as follows:
For Against Abstain 10,866,822 16,345 19,837
The proposal to adopt the Merger Agreement was approved, receiving the affirmative vote of approximately 93.1% of the shares of Eidos common stock outstanding and entitled to vote at the Special Meeting (representing approximately 99.9% of Eidos common stock present or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting) and 80.3% of shares of Eidos common stock outstanding and entitled to vote for the purposes of the Unaffiliated Stockholder Approvals.
2. Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers and other transactions contemplated by the Merger Agreement.
For Against Abstain 36,127,709 85,312 28,267
The proposal to approve, on a nonbinding, advisory basis, the compensation that will or may become payable to the named executive officers of Eidos in connection with the consummation of the mergers and other transactions contemplated by the Merger Agreement was approved, receiving the affirmative vote of approximately 99.7% of the shares of Eidos common stock present or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting.
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In connection with the Special Meeting, Eidos also solicited proxies with respect to the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement. As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, the adjournment or postponement of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of shares of Eidos common stock for approval at the Special Meeting.
Item 8.01 Other Events.
On
Forward-Looking Statements
This communication contains forward-looking statements relating to the proposed transaction involving Eidos and BridgeBio, including statements as to the expected timing, completion and effects of the proposed transaction. Statements in this communication that are not statements of historical fact are considered forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are usually identified by the use of words such as "anticipates," "believes," "continues", "could", "estimates," "expects," "intends," "may," "plans," "potential", "predicts", "projects," "seeks," "should," "will," and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements are neither forecasts, promises nor guarantees, and are based on the current beliefs of Eidos's management and BridgeBio's management as well as assumptions made by and information currently available to Eidos and BridgeBio. Such statements reflect the current views of Eidos and BridgeBio with respect to future events and are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies and assumptions about Eidos and BridgeBio, including, without limitation, (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction, (ii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, (iii) uncertainty as to the timing of completion of the proposed transaction, (iv) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction, (v) potential litigation relating to the proposed transaction that could be instituted against Eidos, BridgeBio or their respective directors and officers, including the effects of any outcomes related thereto, (vi) possible disruptions from the proposed transaction that could harm Eidos's or BridgeBio's business, including current plans and operations, (vii) unexpected costs, charges or expenses resulting from the proposed transaction, (viii) uncertainty of the expected financial performance of each of Eidos and BridgeBio following completion of the proposed transaction, including the possibility that the expected synergies and value creation from the proposed transaction will not be realized or will not be realized within the expected time period, (ix) the ability of Eidos and/or BridgeBio to implement their respective business strategies, (x) the ability of each of Eidos or BridgeBio to continue its planned preclinical and clinical development of its respective development programs, and the timing and success of any such continued preclinical and clinical development and planned regulatory submissions, (xi) the potential therapeutic and clinical benefits of acoramidis, (xii) inability to retain and hire key personnel and (xiii) the unknown future impact of the COVID-19 pandemic delay on certain clinical trial milestones and/or Eidos's or BridgeBio's operations or operating expenses. Although Eidos and BridgeBio believe that Eidos's and BridgeBio's plans, intentions, expectations, strategies and prospects as reflected in or suggested by these forward-looking statements are reasonable, neither Eidos nor BridgeBio can give any assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-
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looking statements and will be affected by a number of risks, uncertainties and
assumptions, including, without limitation, those risks and uncertainties
described under the heading "Risk Factors" in the definitive joint proxy
statement/prospectus contained in the Form S-4, which was declared effective by
the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release, datedJanuary 19, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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