MOMENTA PHARMACEUTICALS, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
Agreement and Plan of Merger
As previously disclosed in the Current Report on Form 8-K filed by
Following completion of the Offer, on
At the effective time of the Merger (the "Effective Time"), and as a result of the Merger:
• each Company Share, other than any Company Shares (i) owned at the
commencement of the Offer and immediately prior to the Effective Time by
Parent, Merger Sub or the Company, or by any direct or indirect wholly
owned subsidiary of Parent, Merger Sub or the Company, (ii) irrevocably
accepted for purchase pursuant to the Offer, or (iii) owned by Company
stockholders who were entitled to demand and properly and validly
demanded their appraisal rights under Delaware law, was automatically
converted into the right to receive an amount in cash equal to the Offer
Price, subject to reduction for any applicable withholding taxes and
without interest;
• each share of common stock, par value
was outstanding immediately prior to the Effective Time was converted
into one validly issued, fully paid and nonassessable share of common
stock of the Company as the surviving corporation in the Merger;
• each outstanding option to purchase Company Shares was automatically
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Offer and the Merger, on
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, holders of Company Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Company Share held, pursuant to the Merger Agreement).
Item 5.01 Changes in Control of Registrant.
At the Effective Time, the Company became a wholly owned subsidiary of Parent. As a result, a change of control of the Company occurred. The information contained in Items 2.01, 3.01 and 3.03 above and in Items 5.02 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, at the Effective Time, on
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Item 5.03 Amendments to Articles of Incorporations or Bylaws, Change in Fiscal
Year.
Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to be in the form set forth in Annex B to the Merger Agreement, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Pursuant to the Merger Agreement, as of the Effective Time, the bylaws of the Company were amended and restated in their entirety, which amended and restated bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofAugust 19, 2020 , by and amongMomenta Pharmaceuticals, Inc. , Johnson & Johnson, andVigor Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byMomenta Pharmaceuticals, Inc. with theSEC onAugust 19, 2020 ). 3.1 Amended and Restated Certificate of Incorporation ofMomenta. Pharmaceuticals, Inc. 3.2 Amended and Restated By-Laws ofMomenta Pharmaceuticals, Inc. 99.1 Press Release, datedOctober 1, 2020 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
any of the omitted exhibits and schedules upon request by the
however, that the Company may request confidential treatment pursuant to Rule
24b-2 of the Exchange Act for any exhibits or schedules so furnished.
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