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Subsequent Event
9 Months Ended
Sep. 30, 2016
Subsequent Event  
Subsequent Event

 

(14)  Subsequent Event

 

On November 1, 2016, the Company entered into an Agreement and Plan of merger pursuant to which the Company will acquire Kolltan Pharmaceuticals, Inc., a Delaware corporation.   Kolltan is a privately-held, clinical-stage biopharmaceutical company focused on the discovery and development of novel antibody-based drugs targeting receptor tyrosine kinases, or RTKs, for the treatment of cancer and other diseases with significant unmet need.  In connection with the closing of the transactions contemplated by the merger agreement, the Company will be required to issue to the holders of Kolltan’s capital stock and a lender to Kolltan an aggregate of 19,218,942 shares of the Company’s common stock, with a value of $62.5 million based on the average closing price of the Company’s stock for the five trading day period ending on October 28, 2016.  The merger agreement further provides that the number of shares that can be issued at the closing would be increased or decreased by no more than 5% in either direction based on the comparable average closing prices over the five trading days ending three calendar days prior to the closing date. In addition, at closing, certain officers of Kolltan will receive an aggregate of approximately 461,000 shares of the Company’s common stock in lieu of cash severance obligations owed to them by Kolltan.  In addition, in the event that certain specified preclinical and clinical development milestones related to Kolltan’s development programs and/or the Company’s development programs and certain commercial milestones related to Kolltan’s product candidates are achieved, the Company will be required to pay Kolltan’s stockholders milestone payments of up to $172.5 million, which milestone payments may be made, at the Company’s sole election, in cash, in shares of the Company’s common stock or a combination of both, subject to NASDAQ listing requirements which require the Company to obtain stockholder approval of stock issuances which would exceed 19.9% of the Company’s common stock outstanding prior to the merger and provisions of the merger agreement.  Shares of the Company’s common stock issued in connection with a milestone payment, if any, will be valued based on the average closing price per share of the Company’s common stock for the five trading day period ending three calendar days prior to the achievement of such milestone.  The merger agreement also provides that in no event will the shares issuable by the Company at closing exceed 19.9% of the outstanding shares of the Company’s common stock as of the date of the merger agreement. If the shares that the Company would otherwise be required to issue at the closing exceeds 19.9% of the outstanding shares of the Company’s common stock (measured as of the date of the merger agreement), the excess shares will not be issued at the closing and, instead, the value of those shares will be added to the first contingent milestone.

 

The closing is subject to customary closing conditions, including that 60% of Kolltan’s stockholders have approved the merger agreement. The merger is expected to close prior to the end of 2016.