Item 1.01 Entry into a Material Definitive Agreement
On
The ArthroSurface Merger Agreement provides that, among other things and subject to the terms and conditions of the ArthroSurface Merger Agreement, (1) ArthroSurface Merger Sub will merge with and into ArthroSurface, with ArthroSurface surviving such merger as a direct, wholly owned subsidiary of the Company (the "ArthroSurface Merger"), and (2) at the effective time of the ArthroSurface Merger (the "ArthroSurface Closing"), all of the outstanding shares of common stock and preferred stock of ArthroSurface issued and outstanding immediately prior to the ArthroSurface Closing (other than certain stock owned by the Company, the Company's wholly owned subsidiaries or ArthroSurface and certain dissenting shares, if any) will no longer be outstanding and will automatically be cancelled and will retired and cease to exist, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the applicable consideration calculated as set forth in the ArthroSurface Merger Agreement.
In addition, each option to purchase shares of common stock of ArthroSurface that is outstanding and vested as of the ArthroSurface Closing will automatically be cancelled and only entitle the holder of such option to receive an amount of cash calculated as set forth in the ArthroSurface Merger Agreement, without interest. Each option that is unvested will automatically be cancelled for no consideration or payment. Each warrant that is validly exercised prior to the ArthroSurface Closing will be entitled to receive an aggregate amount calculated as set forth in the ArthroSurface Merger Agreement. Each warrant that is not so exercised prior to the ArthroSurface Closing will expire and be deemed to be extinguished and cancelled immediately prior to the ArthroSurface Closing. The ArthroSurface Merger Agreement contains representations, warranties and covenants by the parties, conditions in favor of the parties and indemnification rights in favor of the Company that are customary for a transaction of this nature.
Pursuant to the terms and conditions of the ArthroSurface Merger Agreement, the
purchase price payable by the Company at the ArthroSurface Closing is
The ArthroSurface Closing is expected to occur in the first quarter of 2019 and is subject to the satisfaction or waiver of certain customary mutual closing conditions.
The ArthroSurface Merger Agreement contains representations, warranties and covenants by the parties and indemnification rights in favor of the Company that are customary for a transaction of this nature.
The ArthroSurface Merger Agreement also contains certain termination rights,
including, among others, the right of either party to terminate the
ArthroSurface Merger Agreement if the ArthroSurface Merger has not occurred by
Parcus Medical, LLC Merger Agreement
On
The Parcus Merger Agreement provides that, among other things and subject to the terms and conditions of the Parcus Merger Agreement, (1) Parcus Merger Sub will merge with and into Parcus, with Parcus surviving such merger as a direct, wholly owned subsidiary of the Company (the "Parcus Merger"), (2) at the effective time of the Parcus Merger (the "Parcus Closing"), all of the membership units of Parcus issued and outstanding immediately prior to the Parcus Closing (other than certain membership units owned by the Company, the Company's wholly owned subsidiaries or Parcus, if any) will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the applicable consideration calculated as set forth in the Parcus Merger Agreement and (3) at the Parcus Closing, all of the rights to receive membership units of Parcus will, automatically accelerate in full and will automatically be cancelled and only entitle the holder of such Company RSU to receive an amount of cash calculated as set forth in the Parcus Merger Agreement, without interest.
Pursuant to the Parcus Merger Agreement, the purchase price payable by the
Company at closing is
The Parcus Closing is expected to occur in the first quarter of 2019 and is subject to the satisfaction or waiver of certain customary mutual closing conditions.
The Parcus Merger Agreement contains representations, warranties and covenants by the parties and indemnification rights in favor of the Company that are customary for a transaction of this nature.
The Parcus Merger Agreement also contains certain termination rights, including,
among others, the right of either party to terminate the Parcus Merger Agreement
if the Parcus Merger has not occurred by
The ArthroSurface Merger Agreement is attached hereto as Exhibit 2.1, with certain terms redacted, and is incorporated herein by reference. The Parcus Merger Agreement is also attached hereto as Exhibit 2.2, with certain terms redacted, and is incorporated herein by reference. The foregoing descriptions of the ArthroSurface Merger Agreement and the Parcus Merger Agreement (together, the "Merger Agreements") have been included to provide investors with information regarding their terms, do not purport to be complete and are qualified in their entirety by reference to the full text of either Merger Agreement. They are not intended to provide any other factual information about the Company, ArthroSurface or Parcus. The Merger Agreements each contain representations and warranties by certain of the parties to the respective Merger Agreement, which were made only for purposes of the applicable Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreements were the product of negotiations among the applicable parties and made solely for the benefit of the parties to the respective Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the applicable Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, ArthroSurface, Parcus or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of each Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Forward-Looking Statements
This Current Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, concerning, but not limited to, the
acquisition of ArthroSurface and Parcus and the effects of the ArthroSurface
Merger and the Parcus Merger.
Please refer to the factors set forth under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1+ Agreement and Plan of Merger, datedJanuary 4, 2020 , by and betweenAnika Therapeutics, Inc. ,Arthrosurface, Inc. ,Button Merger Sub, Inc. andBoston Millennia Partners Button Shareholder Representation, Inc. 2.2+ Agreement and Plan of Merger, datedJanuary 4, 2020 , by and betweenAnika Therapeutics, Inc. ,Parcus Medical, LLC ,Sunshine Merger Sub, LLC andPhilip Mundy
+ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.
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