Introductory Note
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 24, 2022, Applied Genetics Technology Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (the “Parent”), and Alliance Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”). The Merger Agreement provides for the acquisition of the Company by the Parent through a tender offer (the “Offer”) by the Purchaser for all of the Company’s outstanding shares of common stock (“Common Stock”) for: (1) $0.34 per share of Common Stock, without interest and less any applicable withholding taxes (the “Cash Consideration”); and (2) one contingent value right (each a “CVR”) per share of Common Stock representing the right to receive potential milestone payments, currently estimated to be up to approximately $0.73 per CVR in the aggregate (without interest and less any applicable withholding taxes) (the Cash Consideration plus one CVR, collectively, as such amount may be increased in accordance with the terms of the Merger Agreement, the “Offer Price”).
The Offer, as extended, expired at 5:00 p.m. Eastern Time on November 30, 2022 (the “Expiration Time”). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer (the “Depositary and Paying Agent”), has advised the Company and the Purchaser that, as of the Expiration Time, 36,359,379 shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee) have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 53.0% of the outstanding shares of Common Stock and Company RSUs (as defined below) as of the Expiration Time. Accordingly, the Minimum Condition (as defined in the Merger Agreement) to the Offer has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, on November 30, 2022, the Purchaser irrevocably accepted for payment all shares of Common Stock that were validly tendered, and not properly withdrawn, pursuant to the Offer. In addition, the Depositary and Paying Agent has advised the Company and the Purchaser that, as of the Expiration Time, 1,541,513 shares of Common Stock have been tendered by Notice of Guaranteed Delivery, representing approximately 2.2% of the issued and outstanding shares of Common Stock and Company RSUs as of the Expiration Time. The Depositary and Paying Agent will transmit payments to tendering Company stockholders whose shares of Common Stock have been accepted for payment in accordance with the terms of the Offer. The Cash Consideration was paid from available cash of the Parent or its affiliates.
As soon as practicable following the consummation of the Offer, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and without a meeting or a vote of the Company’s stockholders, on November 30, 2022, the Purchaser was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the Merger as a wholly owned indirect subsidiary of the Parent.
Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders, each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares held in the treasury of the Company or owned by any subsidiary of the Company, the Parent, the Purchaser or any other subsidiary of the Parent, which were canceled and ceased to exist and no consideration was delivered in exchange therefor; and shares owned by the Company’s stockholders who properly exercised and perfected their demands for appraisal of such shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the Effective Time, were converted into the right to receive consideration equal to the Offer Price, without any interest thereon and subject to applicable tax withholding (the “Merger Consideration”).
Pursuant to the Merger Agreement, the treatment of the Company’s equity awards was as follows:
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effective as of immediately prior to the Effective Time, each outstanding and unvested restricted stock unit (“Company RSU”) was automatically cancelled and converted into the right to receive (without interest and subject to applicable withholding) from the Purchaser (I) an amount in cash equal to (x) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (y) the Cash Consideration and (II) one CVR for each share of Common Stock subject to such Company RSU; and |
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effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock from the Company (a “Company Option”) that had a per share exercise price equal to or exceeding the Cash Consideration (an “Out-of-the-Money Company Option”) was cancelled and terminated without any payment or delivery being made in respect thereof (whether in the form of cash or a CVR) and the holder of such Company Option has no further rights with respect thereto. All of the Company Options were Out-of-the-Money Company Options. |