INTRODUCTORY NOTE
As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 18, 2021, by Dicerna Pharmaceuticals, Inc., a Delaware corporation (“Dicerna”), Dicerna entered into an Agreement and Plan of Merger, dated November 17, 2021 (the “Merger Agreement”) with Novo Nordisk A/S, a Danish aktieselskab (“Novo”), and NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo (“Purchaser”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the “Offer”) on November 24, 2021 to acquire all of the outstanding shares of common stock of Dicerna, $0.0001 par value per share (the “Shares”), at an offer price of $38.25 per Share, net to the seller in cash, without interest (the “Offer Price”) and subject to any withholding of taxes.
The Offer and related withdrawal rights expired at 5:00 p.m., Eastern Time, on December 27, 2021 (such date, the “Expiration Date”). American Stock Transfer & Trust Company, LLC, in its capacity as the depositary for the Offer, has advised that, as of the expiration of the Offer, 64,946,526 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 82.6% of the total number of Shares outstanding at the time of the expiration of the Offer. The number of Shares tendered satisfied the Minimum Condition. As the Minimum Condition and each of the conditions of the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Following consummation of the Offer, the remaining conditions to the merger of Purchaser with and into Dicerna (the “Merger”) set forth in the Merger Agreement were satisfied, and on December 28, 2021, Novo completed its acquisition of Dicerna by consummating the Merger without a meeting of stockholders of Dicerna in accordance with Section 251(h) of the Delaware General Corporation Law, with Dicerna continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the Shares not purchased pursuant to the Offer (other than Shares held by Dicerna, Novo, Purchaser, any wholly owned subsidiary of Novo or Dicerna, or by stockholders of Dicerna who have perfected their statutory rights of appraisal under Delaware law) were converted into the right to receive the Offer Price (the “Merger Consideration”) without interest and subject to any withholding of taxes. As a result of the Merger, Dicerna became a wholly owned subsidiary of Novo.
Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase Shares (a “Dicerna Option”) that was then outstanding and unexercised (whether or not vested), and had a per-Share exercise price that was less than the Merger Consideration (all Dicerna Options had a per-Share exercise price below such amount), was cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the Merger Consideration over (y) the exercise price payable per-Share under such Dicerna Option, multiplied by (B) the total number of Shares subject to such Dicerna Option immediately prior to the Effective Time (without regard to vesting).
Additionally, pursuant to the Merger Agreement, each restricted stock unit with respect to Shares (each a “Dicerna RSU”) that was then outstanding was cancelled and the holder received the right to receive a cash payment equal to the product of (A) the Merger Consideration and (B) the number of Shares subject to such Dicerna RSU (without regard to vesting).
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Dicerna’s Current Report on Form 8-K, filed with the SEC on November 18, 2021, and is incorporated herein by reference.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The disclosures under the Introductory Note are incorporated herein by reference.