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NUPATHE INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

January 21, 2014

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On January 17, 2014 , NuPathe Inc. , a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Teva Pharmaceutical Industries Ltd., an Israeli corporation ("Parent"), and Train Merger Sub, Inc. , a Delaware corporation and an indirect, wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub has agreed to commence a tender offer (the "Offer") to acquire all of the shares of the Company's common stock (the "Shares") for a purchase price of $3.65 per Share, net to the holder thereof in cash, without interest, plus the contractual right to receive up to an addition $3.15 per Share in contingent cash consideration payments (the "Offer Price") payable upon certain sales milestones of the Company's ZECUITY product being achieved (as more fully described below). The Offer will expire at midnight New York time on the 20th business day following the commencement date, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (such time, the "Offer Closing"). The Offer, if successful, will be followed by a merger (the "Merger") of Merger Sub with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, unless Parent elects in accordance with the Merger Agreement to change the form of the Merger to provide that Merger Sub will instead be the surviving corporation, in either case pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals. In the Merger, any Shares not tendered into the Offer, other than Shares held by the Company, Parent, Merger Sub or stockholders who have validly exercised their appraisal rights under the Delaware General Corporate Law, will be cancelled and automatically converted into the right to receive the same per share consideration paid to stockholders in the Offer. At the effective time of the Merger (the "Effective Time"), each Company stock option will be canceled, and the holder thereof will be entitled to receive, at the earliest Valuation Point (as defined in the Merger Agreement), if any, at which the then applicable Per Share Paid Value (as defined in the Merger Agreement) exceeds the per-share exercise price, (i) an amount in cash equal to (A) the number of Shares subject to each such option (whether vested or unvested) held by such holder multiplied by the excess of (1) the then applicable Per Share Paid Value over (2) the per-share exercise price, and (ii) in respect of each Share subject to each such option (whether vested or unvested) held by such holder, each contingent cash consideration payment that, as of such Valuation Point , has not yet become payable. Additionally, at the Effective Time, vesting under each Other Equity Award (as defined in the Merger Agreement) will be accelerated and any restrictions with respect thereto shall lapse, and each outstanding Other Equity Award will be canceled and the holder thereof will be entitled to receive the Offer Price for each Share under such Other Equity Award. The Merger Agreement also provides that each outstanding warrant to purchase or otherwise acquire Shares immediately prior to the Offer Closing will, as a consequence of the Offer Closing, only entitle the holder thereof to receive, upon exercise of such warrant, the amount by which the Offer Price exceeds the exercise price of such warrant. The consummation of the Offer is subject to the satisfaction or waiver of certain conditions, including: (i) a minimum of the majority of outstanding Shares on a fully-diluted basis having been tendered into the Offer (the "Minimum Tender Condition"), (ii) the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act, to the extent applicable, (iii) the absence of litigation or governmental action challenging or seeking to prohibit the Offer or the Merger, (iv) there not having been a Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company, and (v) other customary conditions. The Merger Agreement contains certain termination rights of Parent and the Company and provides that, upon the termination of the Merger Agreement under particular circumstances, the Company would be required to pay Parent a termination fee equal to $2.5 million , except in the event of a termination in connection with a Superior Proposal (as defined in the Merger Agreement) from Endo (as defined in Item 1.02 below), in which case the termination fee will be $5 million . Prior to the Effective Time the Company may borrow funds from Parent on the terms set forth on Exhibit C to the Merger Agreement, provided that if the parties are unable to agree on definitive documentation with respect to such borrowing, the Company may terminate the Merger Agreement so long as at such time the Minimum Tender Condition has been met. 2 -------------------------------------------------------------------------------- The foregoing description of the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference. The representations, warranties and covenants of the parties contained in the Merger Agreement have been made solely for the benefit of such parties. In . . . Item 1.02. Termination of a Material Definitive Agreement. Immediately prior to entering into the Merger Agreement, the Company delivered to Endo written notice (the "Termination Notice") terminating the Agreement and Plan of Merger dated as of December 15, 2013 (the "Endo Merger Agreement"), by and among the Company, Endo and DM Merger Sub, Inc. , in accordance with Section 8.1(g) of the Endo Merger Agreement. The Company also paid to Endo the termination fee of $5 million required to be paid pursuant to the terms of the Endo Merger Agreement. Endo acknowledged that the Endo Merger Agreement was terminated effective January 17, 2014 . Item 2.03. Creation of a Direct Financial Obligation. The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 8.01. Other Events. On January 21, 2014 , the Company issued a press release announcing the Merger Agreement and the termination of the Endo Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference. Additional Information and Where to Find It THE TENDER OFFER DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF THE COMPANY. At the time the offer is commenced, an affiliate of Parent will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission , and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the Commission's web site at www.sec.gov . Free copies of these materials and certain other offering documents will be made available by the information agent for the offer. COMPANY STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of January 17, 2014 , by and among Teva 5 -------------------------------------------------------------------------------- Pharmaceuticals Industries Ltd. , Train Merger Sub, Inc. and NuPathe Inc. 99.1 Form of Contingent Cash Consideration Agreement, by and among Train Merger Sub, Inc. , American Stock Transfer & Trust Company and Teva Pharmaceuticals Industries Ltd. 99.2 Subordinated Promissory Note, dated January 17, 2014 , issued by NuPathe Inc. to Teva Pharmaceuticals USA Inc. 99.3 Subordination Agreement, dated as of January 17, 2014 , by and among Teva Pharmaceuticals USA , Inc., NuPathe Inc. and Hercules Technology Growth Capital, Inc. 99.4 Press release issued on January 21, 2014 -------------------------------------------------------------------------------- * Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC . 6 --------------------------------------------------------------------------------


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