Supplemental Disclosures
As previously disclosed, on April 12, 2022, Sierra Oncology, Inc. (which we refer to as the “Company” or “Sierra Oncology”) entered into an Agreement and Plan of Merger (which we refer to as the “Merger Agreement”) with GlaxoSmithKline plc (which we refer to as “GSK”) and Orikum Acquisition Inc. (which we refer to as “Acquisition Sub”). We refer to the merger of Acquisition Sub (an indirect wholly owned subsidiary of GSK) with and into Sierra Oncology as the “merger.” On May 16, 2022, Sierra Oncology filed a definitive proxy statement (which we refer to as the “proxy statement”), as such may be supplemented from time to time, with the Securities and Exchange Commission (which we refer to as the “SEC”) with respect to the special meeting of Sierra Oncology’s stockholders (which we refer to as the “special meeting”) scheduled to be held on June 29, 2022, at 10:10 a.m., Pacific time. Additional information about how to attend the special meeting is contained in the proxy statement. Capitalized terms used in this supplement that are not defined herein have the meaning given to them in the proxy statement.
Explanatory Note
In connection with the Merger Agreement, seven complaints have been filed in United States District Courts. Three complaints have been filed in the United States District Court for the Southern District of New York and are captioned O’Dell v. Sierra Oncology, Inc., et al., 1:22-cv-03647 (filed May 5, 2022); Raul v. Sierra Oncology, Inc., et al., 1:22-cv-04468 (filed May 31, 2022); and Wheeler v. Sierra Oncology, Inc., et al., 1:22-cv-04791 (filed June 8, 2022). Three complaints have been filed in the United States District Court for the Eastern District of New York and are captioned Bailey v. Sierra Oncology, Inc., et al., 1:22-cv-02785 (filed May 12, 2022); Baker v. Sierra Oncology, Inc., et al., 1:22-cv-02794 (filed May 12, 2022); and Whitfield v. Sierra Oncology, Inc., et al., 1:22-cv-02906 (filed May 18, 2022). One complaint has been filed in the United States District Court for the Northern District of California and is captioned Arrow v. Sierra Oncology, Inc., et al., 3:22-cv-02742 (filed May 9, 2022). The foregoing complaints are referred to as the “Merger Actions.” The Merger Actions, which name as defendants Sierra Oncology and members of the Sierra Oncology Board, allege that Sierra Oncology’s proxy statement is materially incomplete and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act. The Merger Actions seek, among other relief, corrective disclosures, an injunction of the merger, rescission or rescissory damages (if the merger is consummated), damages, and attorneys’ fees.
In addition, Sierra Oncology has received a total of five demand letters from purported stockholders of the Company (which we refer to as the “Demand Letters”), alleging that the proxy statement contained disclosure deficiencies and/or incomplete information in connection with the merger.
Sierra Oncology believes that the disclosures set forth in the proxy statement comply fully with all applicable law and that the allegations contained in the Merger Actions and Demand Letters are without merit. However, in order to moot the purported stockholders’ unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation, and provide additional information to its stockholders, Sierra Oncology has determined to voluntarily supplement the proxy statement with certain supplemental disclosures set forth below (which we refer to as the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures in this amendment. To the contrary, Sierra Oncology specifically denies all allegations by the purported stockholders in the Merger Actions and Demand Letters that any additional disclosure was or is required or material. The Supplemental Disclosures will not affect the timing of the special meeting.
All page references used herein refer to pages in the proxy statement before any additions or deletions resulting from the Supplemental Disclosures, and certain terms used below, unless otherwise defined, have the meanings set forth in the proxy statement. The Supplemental Disclosures should be read in conjunction with the proxy statement, which should be read in its entirety. The Supplemental Disclosures are identified below by bold, underlined text.