0001209191-23-014736.txt : 20230302
0001209191-23-014736.hdr.sgml : 20230302
20230302164322
ACCESSION NUMBER: 0001209191-23-014736
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230302
FILED AS OF DATE: 20230302
DATE AS OF CHANGE: 20230302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mattsson Jan
CENTRAL INDEX KEY: 0001687436
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33451
FILM NUMBER: 23699776
MAIL ADDRESS:
STREET 1: C/O ALBIREO PHARMA, INC.
STREET 2: 50 MILK STREET, 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02109
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALBIREO PHARMA, INC.
CENTRAL INDEX KEY: 0001322505
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10 POST OFFICE SQUARE
STREET 2: SUITE 502 SOUTH
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 857-415-4774
MAIL ADDRESS:
STREET 1: 10 POST OFFICE SQUARE
STREET 2: SUITE 502 SOUTH
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: Biodel Inc
DATE OF NAME CHANGE: 20050331
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-03-02
1
0001322505
ALBIREO PHARMA, INC.
ALBO
0001687436
Mattsson Jan
C/O ALBIREO PHARMA INC.
53 STATE STREET, 19TH FLOOR
BOSTON
MA
02109
0
1
0
0
Chief Scientific Officer
Common Stock
2023-03-02
4
U
0
35524
D
0
D
Stock Option (Right to Buy)
34.88
2023-03-02
4
D
0
23700
D
2031-01-20
Common Stock
23700
0
D
Stock Option (Right to Buy)
24.67
2023-03-02
4
D
0
31500
D
2030-01-20
Common Stock
31500
0
D
Stock Option (Right to Buy)
24.04
2023-03-02
4
D
0
31500
D
2029-01-21
Common Stock
31500
0
D
Stock Option (Right to Buy)
30.68
2023-03-02
4
D
0
40000
D
2028-06-07
Common Stock
40000
0
D
Stock Option (Right to Buy)
24.48
2023-03-02
4
D
0
13000
D
2027-08-20
Common Stock
13000
0
D
Stock Option (Right to Buy)
19.19
2023-03-02
4
D
0
20000
D
2027-01-19
Common Stock
20000
0
D
Restricted Stock Units
2023-03-02
4
D
0
73950
D
Common Stock
73950
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2023, (the "Merger
Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to
receive $42.00 in cash, without interest (the "Closing Amount")
(Continued from Footnote 1) plus one non-tradeable contractual contingent value right ("CVR" and each CVR together with the Closing Amount, the "Offer Price"), which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement (the "CVR Agreement") on or prior to December 31, 2027
(the "Milestone").
Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") that was granted prior to the date of the Merger Agreement with an exercise price per Share less than $42.00 (each, an "In the Money Option"), was canceled and converted into the right to receive (A) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time multiplied by (y) the excess of (I) $42.00 over (II) the exercise price payable per Share under such In the Money Option and (B) one CVR for each Share subject to such In the Money Option immediately prior to the Effective Time; (b) each Company Option that was granted prior to the date of the Merger Agreement with an exercise price per Share equal to or greater than $42.00 but less than $52.00 (each, an "Out of the Money Option")
(Continued from Footnote 3) was canceled and converted into the right to receive, if the Milestone is achieved, cash in an amount equal to the product of (A) the total number of Shares subject to such Out of the Money Option immediately prior to the Effective Time multiplied by (B) the excess of (x) $52.00 over (y) the exercise price payable per-Share under such Out of the Money Option; and (c) each Company Option (A) that was granted on or after the date of the Merger Agreement or (B) having an exercise price per Share that is equal to or greater than $52.00 was canceled without consideration and had no further force or effect.
Each restricted stock unit represents a contingent right to receive one Share.
Pursuant to the terms of the Merger Agreement, (a) each outstanding restricted stock unit (each, a "Company RSU") that was granted prior to the
date of the Merger Agreement, and each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as an "Accelerated 2023 RSU," was canceled and converted into the right to receive (1) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) $42.00 and (2) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time; and (b) each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as a "Cancelled 2023 RSU" was canceled and had no further force or effect.
Not applicable.
/s/ Jason Duncan, Attorney-in-fact
2023-03-02