- Current report filing (8-K)
02 Avril 2009 - 12:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
March 31, 2009
INSMED
INCORPORATED
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(Exact
Name of Registrant as Specified in Its Charter)
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Virginia
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(State
or Other Jurisdiction of Incorporation)
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0-30739
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54-1972729
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8720
Stony Point Parkway, Suite 200, Richmond, Virginia
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23235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(804)
565-3000
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(Registrant’s
Telephone Number, Including Area
Code)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Completion
of Acquisition or Disposition of Assets.
On March 31, 2009 Insmed Incorporated
closed the sale of all of the Company’s assets and intellectual property related
to its follow-on biologics business to a subsidiary of Merck & Co., Inc. As
a result of the closing Insmed has now received $130 million in cash, the
aggregate purchase price for the assets, with $5 million received in two equal
monthly installments prior to this final close and $125 million received on
March 31, 2009. After fees, taxes and other costs related to the transaction,
the Company expects net proceeds of approximately $123 million. A
copy of the Asset Purchase Agreement has been previously filed and is
incorporated by reference herein as Exhibit 2.1.
The Company issued a press release on
March 31, 2009 to announce the Asset Purchase Agreement, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
2.1
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Asset
Purchase Agreement between Protein Transaction, LLC (a wholly owned
subsidiary of Merck & Co., Inc.), Insmed Incorporated and Merck &
Co., Inc., dated February 12, 2009 (previously filed as Exhibit 10.1 to
Insmed Incorporated’s Current Report on Form 8-K on February 13, 2009 and
incorporated herein by reference).
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99.1 Press
Release issued by Insmed Incorporated on March 31, 2009.
SIGNATURES
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.
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Insmed
Incorporated
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Date:
March 31, 2009
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By:
/s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President & Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
Description
99.1 Press
Release issued by Insmed Incorporated on March 31, 2009.
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