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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )On September 16, 2019, H. Lundbeck A/S, a Danish aktieselskab ("Parent"), Lundbeck LLC, a Delaware limited liability company ("Payor") and Violet Acquisition Corp., a Delaware corporation ("Purchaser"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Alder BioPharmaceuticals, Inc., a Delaware corporation ("Alder"). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.0001 per share, of Alder ("Common Stock"), at an offer price of (i) $18.00 per share in cash (the "Closing Amount"), plus (ii) one non-transferable contingent value right per share of Common Stock (each, a "CVR"), which represents the contractual right under the Contingent Value Rights Agreement entered into between Parent, Payor and Computershare Trust Company, N.A. and Computershare Inc.|
( 2 )(Continued from Footnote 1) (together with Computershare Trust Company, N.A., "Rights Agent") on October 21, 2019 (the "CVR Agreement") to receive a contingent payment in cash of $2.00 per share of Common Stock in the aggregate, contingent upon the achievement of the first legally valid approval by the European Commission of a "marketing authorisation application" of any medicinal product for human use containing any Eptinezumab for the prevention, prophylaxis and/or palliation of migraine, which approval relies on the efficacy data and endpoints from the two concluded pivotal studies, PROMISE 1 and PROMISE 2 (the "Milestone") (such potential cash payments, together with the Closing Amount, or any higher amount per share of Common Stock paid pursuant to the Offer, the "Offer Price"), in each case without any interest thereon and subject to any required tax withholdings. The Offer expired at the end of the day, one minute after 11:59 p.m. Eastern Time, on October 21, 2019.
( 3 )(Continued from Footnote 2) On October 22, 2019, Purchaser accepted for purchase all shares of Common Stock that were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On October 22, 2019, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law, Purchaser merged with and into Alder, with Alder surviving as a wholly owned subsidiary of Payor and an indirect wholly owned subsidiary of both Holding and Parent (the "Merger"), without a meeting or vote of stockholders of Alder (the "Effective Time").
( 4 )(Continued from Footnote 3) At the Effective Time, the shares of Common Stock not purchased pursuant to the Offer (other than shares of Common Stock held by Alder, Parent, Purchaser, any subsidiary of Parent or by stockholders of Alder who perfected their statutory rights of appraisal under Delaware law) were each converted into the right to receive the Offer Price without interest and subject to any withholding of taxes, with such purchased and converted shares of Common Stock totaling 84,678,164 shares.
( 5 )Pursuant to the Merger Agreement, at the Effective Time, the holder of each time vesting restricted stock unit with respect to shares of Common Stock (a "Company RSU"), whether or not vested, was entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of shares of Common Stock subject to such Company RSU and (ii) one (1) CVR for each share of Common Stock subject to such Company RSU immediately prior to the Effective Time. Further, at the Effective Time, the holder of each performance vesting restricted stock unit with respect to shares of Common Stock (a "Company PSU"), whether or not vested, was entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of Shares subject to such Company PSU immediately prior to the Effective Time
( 6 )(Continued from Footnote 5) (determined at the maximum level of performance) and (ii) one (1) CVR for each Share subject to such Company PSU immediately prior to the Effective Time (determined at the maximum level of performance). Shares of Common Stock underlying such Company RSUs and Company PSUs totaled 1,245,397 shares.
( 7 )In addition, at the Effective Time, each compensatory option to purchase shares (a "Company Option") that was then outstanding and unexercised, whether or not vested and which had a per share exercise price that was less than the Closing Amount (each, an "In the Money Option"), was cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per share of Common Stock under such In the Money Option, multiplied by (B) the total number of share of Common Stocks subject to such In the Money Option immediately prior to the Effective Time and (ii) one CVR for each share subject to such In the Money Option immediately prior to the Effective Time. Shares of Common Stock underlying In the Money Options totaled 7,151,068 shares.
( 8 )At the Effective Time, each Company Option other than an In the Money Option that was outstanding and unexercised, whether or not vested (each, an "Out of the Money Option"), was cancelled and except as described below, converted into the right to receive a cash payment, if any, from Parent with respect to each share of Common Stock subject to the Out of the Money Option, equal to the amount by which the sum of the Closing Amount and the amount per share to be paid at the payment date exceeds the exercise price payable per share under such Out of the Money Option. No payment will be payable with respect to the contingency being achieved after December 31, 2024. Any Out of the Money Options with an exercise price payable per share of Common Stock equal to or greater than $20.00 were cancelled at the Effective Time without any consideration payable therefor. Shares of Common Stock underlying Out of the Money Options totaled 92,200 shares.
( 9 )In addition, as a result of the Merger, each share of Alder's Class A-1 Convertible Preferred Stock ("Preferred Stock") outstanding immediately prior to the time payment for all Common Stock tendered (and not validly withdrawn) was accepted ("Offer Acceptance Time") was cancelled without any further action on the part of Alder or the holders thereof and each holder of Preferred Stock automatically received, for each share of Common Stock issuable upon conversion of such shares of Preferred Stock that would have been issuable had such cancelled shares of Preferred Stock been converted immediately prior to the Offer Acceptance Time, the same Merger Consideration received by Common Stock holders, subject to any withholding tax. Such shares of Common Stock underlying the Preferred Stock (including Preferred Stock issuable in connection with the exercise of a certain Alder warrant for Preferred Stock) totaled 8,000,190 shares.
( 10 )In connection with entering into the Merger Agreement, certain stockholders of Alder (collectively, the "Subject Stockholders") entered into a Tender and Support Agreement (the "Tender and Support Agreement") with Parent and Purchaser, pursuant to which the Subject Stockholders agreed, among other things, to tender their shares of Common Stock in the Offer and to vote their Alder securities, including shares of Common Stock or Preferred Stock (collectively, the "Tender and Support Agreement Shares"), in favor of the Merger. On September 26, 2019, Alder filed a Form 3 with respect to the Tender and Support Agreement Shares; however, in such filing Alder disclaimed any "pecuniary interest" or beneficial ownership interests in the Tender and Support Agreement Shares. Upon the Effective Time, the Tender and Support Agreement terminated by its terms.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|