Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 17, 2019, Ra Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), held a special meeting of stockholders (the "Special Meeting") to
consider a proposal to adopt the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 9, 2019, by and among the Company, UCB S.A., a
société anonyme formed under the laws of Belgium ("UCB"), and Franq Merger Sub,
Inc., a Delaware corporation and an indirect wholly owned subsidiary of UCB
("Merger Sub"), pursuant to which, among other matters and on the terms and
subject to the conditions set forth in the Merger Agreement, Merger Sub will be
merged with and into the Company (the "Merger"), with the Company surviving the
Merger as an indirect wholly owned subsidiary of UCB.
As of the close of business on November 12, 2019, the record date of the Special
Meeting, there were 47,145,946 shares of common stock of the Company, par value
$0.001 per share ("Company Common Stock"), outstanding, each of which was
entitled to one vote on each proposal at the Special Meeting. At the Special
Meeting, a total of 33,903,571 shares of Company Common Stock, representing
approximately 71.91% of the outstanding shares of Company Common Stock entitled
to vote, were present in person or represented by proxy, constituting a quorum
to conduct business.
At the Special Meeting, Company stockholders considered one proposal, which is
described in more detail in a definitive proxy statement filed by the Company
with the Securities and Exchange Commission on November 15, 2019, as
supplemented on December 6, 2019 (the "Proxy Statement"). The final results
regarding the proposal are set forth below.
Proposal No. 1: Approval of the Merger Proposal
The Company's stockholders approved the proposal to adopt the Merger Agreement
(the "Merger Proposal"). The voting results for the Merger Proposal were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
33,903,450 21 100 -
The proposal to approve an adjournment of the Special Meeting (Proposal No. 2)
to a later date or dates, if necessary, to solicit additional proxies if there
were insufficient votes to adopt the Merger Agreement at the time of the Special
Meeting, was deemed not necessary and not acted upon at the Special Meeting
because there were sufficient votes at the time of the Special Meeting to
approve the adoption of the Merger Agreement.
Item 8.01. Other Events
In connection with the Merger, on October 23, 2019, the Company and UCB filed
the notification and report forms required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade
Commission (the "FTC") and the Antitrust Division of the Department of Justice.
UCB voluntarily withdrew its October 23, 2019 notification and report form
effective November 22, 2019 and re-filed such form on November 26, 2019. The
review of the transaction is ongoing, and the parties are actively working with
the government to facilitate that process. In order to provide the FTC with
additional time to complete its current review of the proposed Merger, UCB is
voluntarily withdrawing its November 26, 2019 notification and report form
effective December 18, 2019. UCB intends to re-file such form in January 2020.
Following such re-filing, the waiting period applicable to the Merger will
expire at 11:59 p.m., New York City time, on the date that is 30 calendar days
after the date of such re-filing, unless (a) the period is shortened and the
transaction receives "early termination," (b) the period is lengthened by a
subsequent withdrawal and re-refiling of UCB's notification and report form,
and/or (c) the period is lengthened by a reviewing agency that issues a request
for additional information and documentary material. If such a request is made,
the waiting period will be extended until 11:59 p.m., New York City time, on the
date that is 30 calendar days after substantial compliance by UCB and the
Company with such request, unless such waiting period is extended voluntarily by
the parties or terminated earlier by the reviewing agency.
The Company continues to anticipate that the Merger will be consummated by the
end of the first quarter of 2020, assuming satisfaction or waiver of all of the
conditions to the Merger.
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RA PHARMACEUTICALS, INC. 
