Item 1.01. Entry into a Material Definitive Agreement.
In connection with the consummation of the Merger, the Company and
The Supplemental Indenture provides that, from and after the Effective Time, (a)
Reference Property Unit (as defined in the Indenture) under the Indenture will
be comprised of the right to receive an amount in cash equal to
The foregoing description of the Indenture does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Original
Indenture, which is included as Exhibit 4.1 of the Company's Current Report on
Form 8-K filed on
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Upon consummation of the Merger, at the Effective Time, each share of Common
Stock issued and outstanding immediately prior to the Effective Time (other than
shares owned by the Company, any subsidiary of the Company, Parent or Merger Sub
and shares owned by the Company stockholders who have exercised their appraisal
rights under
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As a result of the Merger:
? Without any action on the part of any holder of options to purchase Common Stock ("Company Options"), (i) all unvested Company Options which were outstanding immediately prior to the Effective Time fully vested and became exercisable Company Options, and (ii) to the extent not exercised prior to the Effective Time, each Company Option was canceled at the Effective Time and converted into the right to receive an amount in cash (without interest and subject to deduction for any required tax withholding) equal to (1) the number of shares of Common Stock subject to such Company Option as of the Effective Time multiplied by (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price per share of such Company Option. Each Company Option with an exercise price per share equal to or greater than the Common Stock Merger Consideration was canceled without consideration.
? Without any action on the part of any holder of the Company's stock appreciation rights ("Company SARs"), all unvested Company SARs which were outstanding as of immediately prior to the Effective Time fully vested and became exercisable Company SARs, and each Company SAR that was outstanding immediately prior to the Effective Time was canceled at the Effective Time, with . . .
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement.
The information provided in the Introductory Note, Item 1.01 and Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Merger, the
Company (i) notified The NASDAQ Global Select Market ("NASDAQ") that each share
of the Common Stock issued and outstanding immediately prior to the Effective
Time was cancelled and converted into the right to receive the Common Stock
Merger Consideration, and (ii) requested the NASDAQ to file a notification of
removal from listing on Form 25 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, holders of the Common Stock and Preferred Stock immediately before the Effective Time ceased to have any rights as stockholders in the Company (other than their rights, if such right exists, to receive the consideration pursuant to the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
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At the Effective Time, as contemplated by the Merger Agreement, Merger Sub
merged with and into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Parent. The aggregate Merger
Consideration payable by Parent is approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, the directors and officers of the Company became the respective individuals who were directors and officers of Merger Sub immediately prior to the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, the Company's certificate of incorporation and bylaws were amended and restated in their entirety. The amended and restated certificate of incorporation and bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 8.01. Other Events. Treatment of Notes
The description contained under the Introductory Note above and in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 8.01.
The consummation of the Merger constitutes a Common Stock Change Event, a
Fundamental Change and a Make-Whole Fundamental Change under the Indenture
(each, as defined in the Indenture), and the effective date of such Fundamental
Change and such Make-Whole Fundamental Change is
Press Release Regarding Closing of Merger
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofSeptember 7, 2021 , by and amongKadmon Holdings, Inc. , Sanofi andLatour Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed onSeptember 8, 2021 ). 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 4.1 First Supplemental Indenture, dated as ofNovember 9, 2021 , by and betweenKadmon Holdings, Inc. andU.S. Bank National Association , as Trustee. 99.1 Press Release issued by Sanofi, datedNovember 9, 2021 .
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