UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2016
Horizon Pharma Public Limited Company
(Exact name of registrant as specified in its charter)
| | | | |
| Ireland | | 001-35238 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:011-353-1-772-2100
Check the appropriate box below if the Form8-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) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Introductory Note
As previously announced in our Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on October 25, 2016 (the “Original8-K”), Horizon Pharma plc, a public limited company organized under the laws of Ireland (“Parent”), completed its acquisition of Raptor Pharmaceutical Corp., a Delaware corporation (“Raptor”). Pursuant to the terms of an Agreement and Plan of Merger among Parent, Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and Raptor, Purchaser merged with and into Raptor, with Raptor continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent.
This Current Report on Form8-K/A amends the Original8-K to file certain financial information required by Items 9.01(a) and 9.01(b), as permitted by Items 9.01(a)(4) and 9.01(b)(2), respectively, of Form8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired |
| | • | | The audited consolidated financial statements of Raptor that are required by this Item were previously filed as Exhibit 99.3 to the Parent’s Current Report on Form8-K filed on October 13, 2016. |
| | • | | The unaudited condensed consolidated financial statements of Raptor contained in Part I, Item 1 of Raptor’s Quarterly Report on Form10-Q for the quarter ended June 30, 2016, were previously filed as Exhibit 99.4 to the Parent’s Current Report on Form8-K filed on October 13, 2016. |
| (b) | Pro forma financial information |
The unaudited pro forma combined financial information as of and for the six months ended June 30, 2016, which gives effect to the acquisition of Raptor and certain other related transactions, and the unaudited pro forma combined statements of operations for the year ended December 31, 2015, which give effect to such transactions as well as the merger with Hyperion Therapeutics Inc. and Crealta Holdings LLC, are filed as Exhibit 99.1 to this Current Report on Form8-K/A.
Exhibits.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Unaudited pro forma combined financial information. |
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.
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| Date: December 22, 2016 | | | | HORIZON PHARMA PUBLIC LIMITED COMPANY |
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| | | | By: | | /s/ Paul W. Hoelscher |
| | | | | | Paul W. Hoelscher |
| | | | | | Executive Vice President, Chief Financial Officer |
