UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
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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
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| Item 8.01 | Other Events. |
As previously disclosed, on March 12, 2023, Seagen Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Pfizer Inc., a Delaware corporation (“Pfizer”) and Aris Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pfizer (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Pfizer.
Also, as previously disclosed, on May 12, 2023, the Company and Pfizer each filed with the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) a Notification and Report Form relating to the Merger Agreement and the Merger as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).
As agreed with the Company, Pfizer withdrew its Notification and Report Form and will refile that form today, June 14, 2023. Accordingly, the statutory waiting period under the HSR Act will be scheduled to expire at 11:59pm ET on July 14, 2023. This statutory waiting period may be extended if the FTC issues a request for additional information and documentary material.
Additionally, on June 1, 2023, the Company and Pfizer referred the Merger to the European Commission (the “EC”) for review under Article 4(5) of the EU Merger Regulation. If the EC obtains jurisdiction to review the Merger as a result of such referral, receipt of approval from the EC for the Merger would become a condition for the closing of the Merger.
As previously disclosed, the Company continues to expect that the Merger will be completed in late 2023 or early 2024, subject to fulfillment of customary closing conditions, including receipt of required regulatory approvals.
Cautionary Statement Regarding Forward-Looking Statements
Information set forth herein, including statements as to the expected timing and completion of the proposed transaction among the Company, Pfizer and Merger Sub, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results or developments may differ materially from those projected or implied in these statements. Such statements include statements about the Company’s expectations. Such statements are based upon the current beliefs and expectations of the management of the Company and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; risks that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to potential litigation brought in connection with the proposed transaction; risks related to financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates; risks related to disruption of management time from ongoing business operations due to the proposed Merger; effects of the announcement, pendency or completion of the proposed Merger on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with suppliers and partners, and on the Company’s operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the parties to the proposed Merger or the proposed Merger.
Discussions of additional risks and uncertainties are contained in the Company’s filings with the SEC. The Company is under no obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this document are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
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.
| SEAGEN INC. | ||||||
| Date: June 14, 2023 | By: | /s/ Jean I. Liu | ||||
| Jean I. Liu | ||||||
| Chief Legal Officer | ||||||
Document and Entity Information |
Jun. 14, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001060736 |
| Document Type | 8-K |
| Document Period End Date | Jun. 14, 2023 |
| Entity Registrant Name | Seagen Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-32405 |
| Entity Tax Identification Number | 91-1874389 |
| Entity Address, Address Line One | 21823 30th Drive SE |
| Entity Address, City or Town | Bothell |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98021 |
| City Area Code | (425) |
| Local Phone Number | 527-4000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 |
| Trading Symbol | SGEN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |