Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 5, 2020, BridgeBio Pharma, Inc. (“BridgeBio”), Eidos Therapeutics, Inc. (“Eidos”), Globe Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of BridgeBio (“Merger Sub”), and Globe Merger Sub II, Inc., a Delaware corporation and an indirect wholly owned subsidiary of BridgeBio (“Merger Sub II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, under the terms and subject to the conditions contained therein, (i) the merger of Merger Sub with and into Eidos (the “Initial Merger”), with Eidos surviving the Initial Merger, and (ii) thereafter, the merger of Eidos with and into Merger Sub II (the “Subsequent Merger” and, together with the Initial Merger, the “Mergers”), with Merger Sub II surviving as an indirect wholly owned subsidiary of BridgeBio.
The Merger Agreement has been unanimously approved by BridgeBio’s Board of Directors (the “BridgeBio Board”) and was approved by Eidos’ Board of Directors (the “Eidos Board”) based upon the unanimous recommendation of a special committee of independent directors of Eidos (the “Special Committee”).
Under the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Initial Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Eidos (“Eidos Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Eidos Common Stock (i) owned by Eidos as treasury stock, (ii) owned by Eidos, BridgeBio, Merger Sub, Merger Sub II or any other direct or indirect wholly owned subsidiary of BridgeBio and, in each case, not held on behalf of third parties and (iii) shares of Eidos Common Stock that are subject to Eidos Restricted Share Awards (as defined below)) will be converted into the right to receive, at the election of each stockholder of Eidos, (A) 1.85 shares of BridgeBio’s common stock (“BridgeBio Common Stock”), par value $0.001 per share (the “Stock Consideration”), or (B) $73.26 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”), subject to proration as necessary to ensure that the aggregate amount of Cash Consideration is no greater than $175 million. From and after the Effective Time, all shares of Eidos Common Stock will be cancelled and will thereafter represent only the right to receive, as applicable, the Stock Consideration or the Cash Consideration and any cash in lieu of fractional shares of BridgeBio Common Stock.
Immediately prior to the Effective Time, (i) each option to purchase Eidos Common Stock (an “Eidos Option”) will be converted into an option, on the same terms and conditions applicable to such Eidos Option immediately prior to the Effective Time, to purchase a specified number of shares of BridgeBio Common Stock, calculated pursuant to the terms of the Merger Agreement, and (ii) each outstanding award of shares of Eidos Common Stock that is subject to forfeiture conditions (subject to certain exceptions) (each, an “Eidos Restricted Share Award”) will be converted into an award, on the same terms and conditions applicable to such Eidos Restricted Share Award immediately prior to the Effective Time, covering a number of whole restricted shares of BridgeBio Common Stock, calculated pursuant to the terms of the Merger Agreement, with any fractional shares being paid out to the holder of such Eidos Restricted Share Award in cash.
The Mergers are subject to various closing conditions, including, but not limited to, (i) approval of a majority of the shares of Eidos Common Stock held by stockholders other than (A) BridgeBio and any person or entity controlling, controlled by or under common control with BridgeBio (any such person, an “Affiliate”) (including Merger Sub and Merger Sub II), (B) any director or officer of BridgeBio or its Affiliates (including Merger Sub and Merger Sub II) and (C) any director or officer of Eidos (other than members of the Special Committee); (ii) approval of at least 66-2/3% of Eidos’ outstanding voting shares not currently owned by BridgeBio or its affiliates or associates (as such terms are defined in Section 203 of the Delaware General Corporation Law); (iii) approval of the issuance of BridgeBio Common Stock (the “BridgeBio Share Issuance”) by at least a majority of the votes cast by the holders of shares of the BridgeBio Common Stock voting on the matter; (iv) the absence of any statute, rule, order, decree or regulation prohibiting the Mergers; (v) the approval for listing of the BridgeBio Common Stock issuable to the holders of Eidos