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
Date of Report (Date of earliest event reported): September 14, 2021
Translate Bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38550 | 61-1807780 | ||
(State or other jurisdiction) | (Commission File Number) | (I.R.S. Employer Identification No.) |
29 Hartwell Avenue Lexington, Massachusetts | 02421 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 945-7361
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | TBIO | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on August 2, 2021, Translate Bio, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sanofi, a French société anonyme (“Parent”), and Vector Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”).
Pursuant to the Merger Agreement, on August 2, 2021, Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the “Shares”), at a purchase price of $38.00 per Share in cash (the “Offer Price”), without interest and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 16, 2021 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).
On September 14, 2021, Parent announced that the offering period of the Offer had expired at one minute following 11:59 p.m., Eastern Time, on September 13, 2021 (the “Expiration Time”) and that as of such time, based on the information provided by the depositary for the Offer, 51,467,612 Shares were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time, representing approximately 72.89% of the outstanding Shares as of such time, which Shares were sufficient to have met the minimum condition of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of the Company’s stockholders. All conditions to the Offer having been satisfied, on September 14, 2021, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time, and will promptly pay for such Shares in accordance with the terms of the Offer.
Following the completion of the Offer, on September 14, 2021, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), Purchaser merged with and into the Company with the Company surviving as an indirect wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), Shares that were not purchased pursuant to the Offer (other than Shares (1) held by the Company (or in the Company’s treasury), Sanofi or any direct or indirect wholly owned subsidiary of Sanofi (other than Purchaser), or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (2) irrevocably accepted for purchase in the Offer) were converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any withholding of taxes required by applicable legal requirements.
Pursuant to the Merger Agreement, each of the Company’s stock options (the “Company Options”) that was outstanding as of immediately prior to the Effective Time accelerated and became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, (1) each Company Option that was then outstanding and unexercised was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess (if any) of the Merger Consideration over the exercise price payable per Share under such Company Option, and (2) each of the Company’s restricted share units (“Company RSUs”) that was then outstanding was cancelled and converted into the right to receive cash in an amount equal to the number of Shares issuable in settlement of the Company RSU immediately prior to the Effective Time multiplied by the Merger Consideration.
The total consideration paid for the Shares in the Offer and the Merger was approximately $2,735,376,686.00 (before giving effect to payments received pursuant to the exercise of Company Options and RSUs). These amounts exclude fees and expenses related to the Offer and the Merger. Parent provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all Shares purchased in the Merger.
The foregoing description of the Merger Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2021, and is incorporated herein by reference.
2
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 14, 2021, the Company notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger, and requested that Nasdaq (1) suspend trading of the Shares before the opening of trading on September 14, 2021 and (2) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below is incorporated herein by reference.
| Item 5.01. | Changes in Control of Registrant. |
The disclosure contained in Item 2.01 above and in Item 5.02 below is incorporated herein by reference.
As a result of the consummation of the Offer and the Merger pursuant to Section 251(h) of the DGCL, on September 14, 2021, a change in control of the Company occurred. At the Effective Time, the Company became an indirect wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective immediately after the Effective Time, each of Ronald C. Renaud, Jr., George Demetri, M.D., Robert Plenge, M.D., Ph.D., Robert Meyer, M.D., Jean-Francois Formela, M.D., Daniella Beckman and Owen Hughes ceased serving as a member of the board of directors of the Company and each committee thereof and each of Ronald C. Renaud, Jr., E. Rand Sutherland, M.D., M.P.H., Ann Barbier, M.D., Ph.D, Paul Burgess, Paula Cloghessy, Frank DeRosa, Ph.D, Brain Fenton, Brendan Smith, Richard Wooster, Ph.D and Greg Troiano ceased serving as an officer of the Company.
Further, pursuant to the Merger Agreement and effective immediately after the Effective Time, the officers and directors of Purchaser as of immediately prior to the Effective Time became the officers and directors of the surviving corporation. Information regarding the new officers and directors of the Company has been previously disclosed in the Tender Offer Statement on Schedule TO, filed by Purchaser, Aventis Inc., a Delaware corporation, and Parent with the SEC on August 16, 2021 (together with the exhibits and annexes thereto and as amended or supplemented from time to time), and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in its entirety. Copies of the certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Number | Description | |
| 2.1 | Agreement and Plan of Merger, dated as of August 2, 2021, by and among Sanofi, Vector Merger Sub, Inc. and Translate Bio, Inc. (incorporated herein by reference to Exhibit 2.1 to Translate Bio’s Form 8-K (File No. 001-38550), filed August 3, 2021). | |
| 3.1 | Third Restated Certificate of Incorporation of Translate Bio.* | |
| 3.2 | Second Amended and Restated Bylaws of Translate Bio.* | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |
| * | Filed herewith |
3
SIGNATURE
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.
| TRANSLATE BIO, INC. | ||||||||
| Dated: September 14, 2021 | ||||||||
| By: | /s/ Michael Tolpa | |||||||
| Name: | Michael Tolpa | |||||||
| Title: | Treasurer | |||||||
4
