Pfizer Inc. (NYSE:PFE) entered into a definitive agreement to acquire remaining 97.8% stake in Trillium Therapeutics Inc. (TSX:TRIL) from New Enterprise Associates 16, L.P., a fund managed by New Enterprise Associates, Inc., Avoro Capital Advisors LLC, RA Capital Healthcare Fund, L.P., a fund managed by RA Capital Management, L.P. and others for $1.9 billion on August 20, 2021. Under the terms of the agreement, Pfizer will acquire all outstanding common shares and preferred shares of Trillium not already owned by Pfizer for an implied equity value of $2.26 billion, or $18.50 per share, in cash. The arrangement agreement also provides for the payment by Trillium to Pfizer of a termination fee of $83.2 million if the agreement is terminated in certain circumstances, including termination by Trillium to accept and enter into a definitive agreement with respect to a superior proposal. Following closing of the Arrangement, Trillium's common shares will be delisted from the Toronto Stock Exchange and NASDAQ.

The proposed acquisition of Trillium is to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) and subject to customary closing conditions, including approval of 66 2/3% of the votes cast by Trillium shareholders, voting together as one class, at a special meeting of Trillium and approval of 66 2/3% of the votes cast by Trillium shareholders and warrant holders, voting together as one class, at a special meeting of Trillium. Completion of the acquisition is also subject to court and regulatory approval, approval from expiration or termination of the waiting period under the Competition Act (Canada) and the HSR Approval have been obtained and are in full force and effect, anti-trust approvals, as well as certain other closing conditions customary for transactions of this nature. The Board of Trillium approved the transaction based on the unanimous recommendation of the Transaction Committee. On October 12, 2021, Pfizer voluntarily withdrew its HSR Act filing, and expects to re-file such form on or about October 14, 2021, restarting the 30-day waiting period. As of October 15, 2021, the waiting period with respect to the notification and report forms under the HSR Act is scheduled to expire, on November 15, 2021, unless extended or earlier terminated. As of October 26, 2021, the transaction has been approved by the shareholders of Trillium. On October 28, 2021, Trillium obtained a final order from the Supreme Court of British Columbia approving the arrangement. On November 15, 2021, the applicable waiting periods under the Competition Act (Canada) and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended expired with respect to the transactions contemplated by the arrangement agreement. The regulatory conditions to the closing of the arrangement have been satisfied or waived. As of October 13, 2021, the transaction is expected to consummate in the fourth quarter of 2021 or the first half of 2022 upon the satisfaction or waiver of the closing conditions specified in the agreement. As of November 16, 2021, the closing of the arrangement is expected to occur on or about November 17, 2021.

Ivan Farman and Greg Butz of BofA Securities, Inc. acted as financial advisors while Emily Oldshue, Paul Kinsella and Amanda Austin, David Saltzman, Renata Ferrari, Mike McFalls and Ruchit Patel of Ropes & Gray LLP and Vanessa Grant, Kristopher Miks, Evelyn Li, Tim Stewart, Andrew Schafer, Thomas J. Moran, Stephen Nattrass, Imran Ahmad, Michael H. Lieberman and Gatlin Smeijers of Norton Rose Fulbright Canada LLP acted as legal advisors to Pfizer. Centerview Partners LLC acted as financial advisor and provided fairness opinion while Lisa Haddad, Stuart Cable and Lillian Kim, James Barrett, Robert Puopolo, Alexandra Denniston, Sarah Bock, Arman Oruc, Simone Waterbury, Michael Casaburi, Daniel Karelitz, Timothy Holahan, Catherine McCarty, Stephanie Philbin, Deborah Birnbach, Delphine O'Rourke and Jacqueline Klosek of Goodwin Procter LLP and David Palumbo of Baker McKenzie LLP (Canada) acted as legal advisors to Trillium. Computershare Investor Services Inc. acted as transfer agent to Trillium. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Centerview Partners LLC in the transaction. MacKenzie Partners, Inc. acted as information agent to Trillium at a fee of $25,000 and will be reimbursed for its reasonable out-of-pocket expenses. Trillium has agreed to pay Centerview a fee of approximately $41 million, $1 million of which was payable upon the rendering of Centerview's opinion and the remainder of which is payable contingent upon consummation of the arrangement.

Pfizer Inc. (NYSE:PFE) completed the acquisition of remaining 97.8% stake in Trillium Therapeutics Inc. (TSX:TRIL) from New Enterprise Associates 16, L.P., a fund managed by New Enterprise Associates, Inc., Avoro Capital Advisors LLC, RA Capital Healthcare Fund, L.P., a fund managed by RA Capital Management, L.P. and others on November 17, 2021. As a result of the acquisition, Trillium became a wholly owned subsidiary of Pfizer. In connection with the acquisition, Trillium's common shares will be delisted from the Nasdaq Capital Market. Trillium's common shares will be delisted from the Toronto Stock Exchange on or before November 19, 2021.