Additional Proxy Soliciting Materials (definitive) (defa14a)
January 28 2015 - 5:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 27, 2015
(Date of Report - date of earliest event reported)
Tekmira Pharmaceuticals Corporation
(Exact Name of Registrant as Specified in Its
Charter)
British Columbia, Canada
(State or Other Jurisdiction of
Incorporation or Organization) |
001-34949
(Commission File Number) |
98-0597776
(I.R.S. Employer
Identification No.) |
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100-8900 Glenlyon Parkway
Burnaby, British Columbia, Canada
(Address of Principal Executive
Offices) |
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V5J 5J8
(Zip Code) |
(604) 419-3200
(Registrant's Telephone
Number, Including Area Code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On January 27, 2015, management
of Tekmira Pharmaceuticals Corporation, a British Columbia corporation (“Tekmira”), gave an investor presentation
regarding Tekmira’s proposed merger pursuant to that certain Agreement and Plan of Merger and Reorganization, dated January
11, 2015, by and among Tekmira, TKM Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Tekmira,
and OnCore Biopharma, Inc. A copy of the Presentation Slide Deck used by Tekmira during the investor presentation is attached
hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.
IMPORTANT ADDITIONAL
INFORMATION FILED WITH THE SEC
Tekmira has filed with
the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement in connection with the proposed Merger
and plans to mail to its stockholders a definitive proxy statement in connection with the proposed Merger. The definitive proxy
statement will contain important information about the proposed Merger and related matters. INVESTORS AND STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT CAREFULLY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain
free copies of the proxy statement and other documents filed with the SEC by Tekmira through the SEC’s website at www.sec.gov
and from Tekmira by contacting Investor Relations by telephone at (604) 419-3200 or upon written request addressed to our corporate
secretary at Tekmira Pharmaceuticals Corporation, 100 – 8900 Glenlyon Parkway, Burnaby, BC, Canada, V5J 5J8 or by going to
Tekmira’s Investor section on its corporate web site at www.tekmira.com.
Tekmira and its executive
officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Tekmira in connection
with the proposed Merger. Information regarding the interests of these executive officers and directors in the transaction described
herein will be included in the proxy statement described above. Additional information regarding these executive officers and directors
is also included in Tekmira’s Annual Report on Form 10-K, which was filed with the SEC on March 28, 2014, and is supplemented
by other public filings made, and to be made, with the SEC by Tekmira. The Annual Report on Form 10-K and other public filings
are available free of charge through the SEC’s website at www.sec.gov and from Tekmira by contacting Investor Relations by
telephone at (604) 419-3200 or upon written request addressed to our corporate secretary at Tekmira Pharmaceuticals Corporation,
Tekmira Pharmaceuticals Corporation, 100 – 8900 Glenlyon Parkway, Burnaby, BC, Canada, V5J 5J8 or by going to Tekmira’s
Investor section on its corporate web site at www.tekmira.com.
Safe Harbor for Forward Looking Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements in this Current Report on Form 8-K include statements about the
proposed merger of Tekmira and OnCore; the anticipated closing of the merger; calling, holding and obtaining Tekmira shareholder
approval for the merger; the executives and board members of the combined company.
With respect to the forward-looking
statements contained in this Current Report on Form 8-K, Tekmira has made numerous assumptions regarding, among other things: the
ability to obtain required shareholder and regulatory approval for the merger and the timing thereof; the ability to satisfy all
conditions for the closing of the merger; and the subsequent integration of Tekmira and OnCore business and operations. While Tekmira
considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive,
market and social uncertainties and contingencies.
Additionally, there are
known and unknown risk factors which could cause Tekmira’s actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking statements contained herein. Known
risk factors include, among others: the ability of the parties to consummate the proposed merger; satisfaction of closing conditions
to the consummation of the proposed merger; the ability to obtain Tekmira shareholder approval for the merger; the ability to obtain
any required regulatory approvals and the timing of such, and conditions that may be imposed on the merger therefrom; the impact
of the announcement or the closing of the merger on Tekmira’s relationships with its employees, existing customers or potential
future customers; the ability of Tekmira to successfully integrate OnCore’s operations and employees in a timely and efficient
manner; the risks detailed in Tekmira’s Current Reports on Form 8-K and Form 8-K/A filed with the SEC on January 12, 2015
and January 26, 2015, respectively; and such other risks detailed in Tekmira’s Quarterly Report on Form 10-Q filed with the
SEC on November 7, 2014, and other continuous disclosure filings which contain and identify important factors that could cause
actual results to differ materially from those contained in the forward-looking statements. Forward-looking statements contained
in this Current Report on Form 8-K speak only as of the date hereof. Tekmira assumes no obligation to update any forward-looking
statement contained in this Current Report on Form 8-K, except as required by law.
Item 9.01. Financial Statements and
Exhibits.
(a) |
Financial Statements of business acquired. |
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Not applicable |
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(b) |
Pro forma financial information. |
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Not applicable |
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(c) |
Shell company transactions. |
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Not applicable |
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(d) |
Exhibits |
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Exhibit No. |
Description |
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99.1 |
Presentation Slide Deck, dated January 27, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 27, 2015
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TEKMIRA PHARMACEUTICALS
CORPORATION |
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By: |
/s/ Bruce G. Cousins |
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Name: |
Bruce G. Cousins |
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Title: |
Executive Vice President & Chief
Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
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99.1 |
Presentation Slide Deck, dated January 27, 2015 |
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Exhibit 99.1
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