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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed, on September 29, 2021, Acceleron Pharma
Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”), and Astros Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Parent (“Purchaser”).
Pursuant to the Merger Agreement, on October 12, 2021, Purchaser
commenced a tender offer to purchase all of the issued and outstanding shares of common stock of the Company, par value $0.001 per share
(the “Shares”), in exchange for $180.00 per Share, net to the seller in cash, without interest and less applicable tax withholding
(the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 12, 2021
(together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).
The Offer expired at 5:00 p.m., Eastern Time, on November 19,
2021 (the “Expiration Date”) and as of such time, based on the information provided by the depositary for the Offer, 38,752,614
Shares were validly tendered and “received” by the depository (as defined in Section 251(h) of the General Corporation Law
of the State of Delaware (the “DGCL”)) and not validly withdrawn pursuant to the Offer prior to the Expiration Date, representing
approximately 63.3% of the outstanding Shares as of such time, which Shares were sufficient to meet the minimum condition of the Offer
and to enable the Merger (as defined below) to occur under the DGCL without a vote of the Company’s stockholders. All conditions
to the Offer having been satisfied, on November 19, 2021, Purchaser accepted for purchase all Shares validly tendered and “received”
by the depository and not validly withdrawn prior to the Expiration Date, and will pay for such Shares as promptly as practicable after
the Expiration Date in accordance with the terms of the Offer.
Following the consummation of the Offer, on November 19, 2021,
pursuant to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the DGCL, Purchaser merged
with and into the Company, with the Company being the surviving corporation (the “Merger”). At the effective time of the Merger
(the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held
in the treasury of the Company or owned by the Company or any direct or indirect wholly owned subsidiary of the Company and each Share
owned by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent or Purchaser immediately prior to the Effective
Time or (ii) Shares outstanding immediately prior to the Effective Time and held by stockholders who are entitled to demand, and
properly demand, appraisal for such Shares in accordance with Section 262 of the DGCL) were converted into the right to receive an
amount in cash equal to the Offer Price, without interest, and less any applicable tax withholding (the “Merger Consideration”).
Pursuant to the Merger Agreement, each of the Company’s options
to purchase Shares granted under a Company equity plan, agreement or arrangement (each such option, a “Company Stock Option”)
that was outstanding as of immediately prior to the Effective Time and that had an exercise price per Share that was less than the Offer
Price, was cancelled, and the holder of each such Company Stock Option is entitled to receive (without interest), in consideration for
the cancellation of such Company Stock Option, an amount in cash (less applicable withholding of taxes required by applicable law) equal
to the product of (i) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied
by (ii) the excess of the Offer Price over the applicable exercise price per Share under such Company Stock Option. Similarly, each
of the Company’s outstanding restricted stock units (“RSUs”) and performance stock units (“PSUs”) that were
outstanding immediately prior to the Effective Time were cancelled, and the holder of each such RSU and PSU is entitled, in exchange therefor,
to receive (without interest) an amount in cash (less applicable withholding of taxes required by applicable law) equal to the product
of (i) the total number of Shares subject to (or deliverable under) such RSUs and PSUs immediately prior to the Effective Time (with any
performance conditions deemed achieved at maximum levels with respect to the PSUs) multiplied by (ii) the Offer Price.
The total consideration payable for the Shares in the Offer and the
Merger is approximately $11,011,611,600 (before giving effect to payments received pursuant to the exercise of Company Stock Options,
RSUs and PSUs). These amounts exclude fees and expenses related to the Offer and the Merger.
The foregoing description of the Merger Agreement and the related transactions
does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which
is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2021, and is incorporated herein by reference.
