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 May 10, 2023, by CTI BioPharma Corp., a Delaware corporation (“CTI”), CTI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Sobi”), and Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Sobi (“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 cash tender offer (the “Offer”) on May 25, 2023 to acquire all of the outstanding shares of common stock of CTI, $0.001 par value per share (the “Shares”), at a purchase price of $9.10 per Share in cash (the “Offer Price”), without interest and subject to any applicable withholding taxes.
The Offer and related withdrawal rights expired at one minute following 11:59 p.m., Eastern Time, on June 23, 2023 (the “Expiration Date”). Computershare Trust Company, N.A., in its capacity as the depository for the Offer, has advised that, as of the expiration of the Offer, 110,640,230 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 83.8% of the total number of Shares outstanding at the time of the expiration of the Offer.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the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.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 CTI (the “Merger”) set forth in the Merger Agreement were satisfied, and on June 26, 2023, Sobi completed its acquisition of CTI by consummating the Merger without a meeting of stockholders of CTI in accordance with Section 251(h) of the Delaware General Corporation Law (“DGCL”), with CTI continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the Shares not tendered pursuant to the Offer (other than Shares held by (1) CTI (or in its treasury)or CTI’s subsidiary, (2) Sobi, Purchaser or any of their direct or indirect wholly owned subsidiaries, or (3) stockholders of CTI who have perfected their statutory rights of appraisal under the DGCL) were each converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any applicable withholding taxes. As a result of the Merger, the Surviving Corporation became a wholly owned indirect subsidiary of Sobi.
In addition, immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares under any CTI stock plan (each, a “Company Stock Option”), whether or not vested, and that had an exercise price per Share that was less than the Offer Price, was cancelled and converted into the right to receive a payment in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the total number of Shares subject to such Company Stock Option immediately prior to such cancellation and (ii) the excess, if any, of the Offer Price over the exercise price per Share subject to such Company Stock Option immediately prior to such cancellation. At the Effective Time, each Company Stock Option that was then outstanding and unexercised, whether or not vested, and that had an exercise price per Share that was equal to or greater than the Offer Price, was cancelled and the holder thereof was not entitled to any payment with respect to such cancelled Company Stock Option.
In addition, each share of CTI preferred stock that was issued and outstanding immediately prior to the Effective Date was converted into the right to receive $91,000 per share (which was calculated in accordance with CTI’s certificate of designation applicable to such share of CTI preferred stock), without interest and subject to any applicable withholding taxes.
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 CTI’s Current Report on Form 8-K, filed with the SEC on May 10, 2023, and is incorporated herein by reference.