NorthWest Biotherapeutics Inc (NWBO)

[hyperopia]

mani (and anyone who thinks it’s a waste of money to attend industry conferences) read this Merger Prospectus when Gilead Sciences acquired Kite Pharma, and pay particular attention to the 2nd and 3rd paragraphs, and then you might better understand why it’s worth it for companies like Northwest Bio to attend all these industry conferences. And BTW - for anyone who wonders how merger discussions take place, read this . . .

Kite Pharma Merger Prospectus

https://www.sec.gov/Archives/edgar/data/882095/000104746917005534/a2233171zex-99_1a1a.htm

Background of the Offer and the Merger

        The information set forth below regarding Kite was provided by Kite, and none of Parent, Purchaser or any of its affiliates or representatives takes any responsibility for the accuracy or completeness of any information regarding meetings or discussions in which Parent or its affiliates or representatives did not participate. The following contains a description of material contacts between representatives of Parent or Purchaser and representatives of Kite that resulted in the execution of the Merger Agreement and the agreements related to the Offer. For a review of Kite's activities relating to these contacts, please refer to Kite's Schedule 14D-9 that will be filed with the SEC and mailed to all Kite stockholders with this Offer to Purchase.

        The board of directors of Parent (the "Parent Board") as well as Parent's executive management regularly evaluates various strategies to improve its competitive position and enhance value for Parent stockholders, including opportunities for acquisitions of other companies or their assets. Parent also meets with potential partners and acquisition targets on a regular basis to understand these companies' businesses and evaluate the potential opportunities.
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        As part of these regular evaluations, in January 2017, while attending an industry conference, Andrew Dickinson, Senior Vice President, Corporate Development of Parent and Helen Kim, Executive Vice President, Business Development of Kite met informally and generally discussed Parent's interest in the oncology field and potentially learning more about Kite. Representatives of Kite and Parent had in the preceding two years engaged in similar informal discussions, but these interactions ceased without any definitive proposals or agreements. Shortly after the conference, Mr. Dickinson followed up with Ms. Kim and they agreed to put in place a confidentiality agreement to facilitate this latest set of discussions. Parent and Kite thereafter entered into a confidentiality agreement to facilitate such further discussions, dated February 10, 2017, providing for the sharing of information with a purpose of discussing, evaluating, negotiating and potentially entering into a business transaction involving Kite and Parent.
        Following the execution of the confidentiality agreement, certain menbers of senior management of Kite and Parent met in March, April and May of 2017. The topics discussed included updates on clinical studies of axicabtagene ciloleucel ("axi-cel"), manufacturing capabilities for axi-cel, contemplated activities in the U.S. and E.U. regarding axi-cel and preparation for commercialization, Kite's other pipeline programs, Kite's general thoughts on partnerships and Parent's oncology strategy.
        After the three meetings between senior management teams of Parent and Kite, in late May of 2017, John F. Milligan, Ph.D., President, Chief Executive Officer and a director of Parent, contacted Dr. Arie Belldegrun, Kite's Chairman, President and Chief Executive Officer, to discuss the interactions that the management teams had been having and to request a meeting between the two executives.
        On June 12, 2017, Dr. Belldegrun met with Dr. Milligan and Kevin Young, CBE, Chief Operating Officer of Parent and discussed the interactions of the management teams.
        On June 29, 2017, Parent held an informal meeting with certain members of the Parent Board to provide a general update on corporate development discussions, including updates on the recent discussions with Kite.
        On June 30, 2017, Dr. Milligan and Alessandro Riva, M.D., Senior Vice President, Oncology Therapeutics of Parent met with Dr. Belldegrun, Cynthia Butitta, Kite's Chief Operating Officer, Shawn Tomasello, Kite's Chief Commercial Officer and Tim Moore, Kite's Executive Vice President, Technical Operations. At this meeting the parties continued their discussions regarding the commercialization and manufacturing plans for axi-cel as well as how the companies might partner.
        On July 7, 2017, Dr. Milligan and Dr. Belldegrun spoke regarding another potential in-person meeting in the coming weeks.
        On July 10, 2017, Parent held an informal meeting with certain members of the Parent Board to discuss the potential commercial market for Kite's product pipeline and the unique sales and delivery model for CAR-T products. The Parent Board also discussed Parent's preliminary analysis of Kite's business and pipeline.
        On July 12, 2017, Novartis AG announced that the U.S. Food and Drug Administration (the "FDA") Oncologic Drugs Advisory Committee ("ODAC") unanimously recommended approval of CTL019 (tisagenlecleucel), an investigational chimeric antigen receptor T cell (CAR-T) therapy, for the treatment of relapsed or refractory pediatric and young adult patients with B-cell acute lymphoblastic leukemia. Parent closely monitored the ODAC meeting and its recommendation because tisagenlecleucel had the potential to be the first-ever CAR-T approved by the FDA. Although Kite's CAR-T therapy, axi-cel, was submitted for approval for a different indication, the outcome of the ODAC meeting was important to further inform Parent's evaluation of Kite and CAR-T therapies.
        On July 13, 2017, Dr. David Chang, Kite's Executive Vice President, Research and Development and Chief Medical Officer met with Dr. Milligan, John C. Martin, Ph.D., Parent's Executive Chairman of the Board, John G. McHutchinson, M.D., Parent's Executive Vice President, Clinical Research, Dr. Riva and Taiyin Yang, Ph.D., Parent's Executive Vice President, Pharmaceutical Development and
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Manufacturing at Parent's headquarters in Foster City, California and discussed the status of axi-cel and Kite's other pipeline products as well as Kite's research organization, manufacturing and supply logistics.
        On the morning of July 14, 2017, Parent's Board met to receive an update on the discussions with Kite to date as well as an overview of Kite's manufacturing processes. The Parent Board and executive management also discussed Parent's preliminary valuation analysis on Kite. After discussion, the Parent Board authorized management to submit a non-binding acquisition proposal to Kite to acquire all of the assets of Kite at a price of $127 per Share in cash.
        On July 16, 2017, Dr. Milligan and Mr. Young contacted Dr. Belldegrun to inform him that Parent planned to send a letter to Kite offering to acquire all of the assets of Kite at a price of $127 per Share in cash. Later that day, Parent submitted a letter to Kite expressing its interest in acquiring all of the assets of Kite at a price of $127 per Share, a 51% premium to Kite's 60-day volume weighted average stock price, in an all-cash tender offer (the "July 16 Proposal").
        On July 19, 2017, Dr. Belldegrun spoke with Dr. Milligan and informed him that he had spoken with the board of directors of Kite (the "Kite Board") and they had determined that Kite was not for sale and that the July 16 Proposal was not sufficient to proceed with further discussions about a potential acquisition of Kite.
        On July 20, 2017, at a meeting of the Parent Board, Dr. Milligan and Mr. Dickinson provided an update regarding the recent communications between Dr. Milligan and Dr. Belldegrun as well as an updated valuation analysis of Kite based on information learned in those discussions and further internal analyses. After significant discussion, the Parent Board authorized management to submit a revised proposal to Kite, with the offer price to be approved by the Parent Board.
        Only July 24, 2017, Parent convened a meeting of the Parent Board to determine the offer price for Parent's revised acquisition proposal. After discussion, the Parent Board authorized Parent management to submit a revised acquisition proposal to acquire all of the assets of Kite for $160 per Share in cash and request exclusivity to proceed with negotiations and due diligence.
        On July 25, 2017, Dr. Milligan contacted Dr. Belldegrun and they agreed to meet again on July 28th.
        On July 28, 2017, Dr. Belldegrun met with Dr. Milligan and Dr. Martin. At this meeting, Dr. Belldegrun discussed Kite's product candidates, pipeline and prospects. At the end of the meeting, Dr. Milligan and Dr. Martin informed Dr. Belldegrun that Parent would be prepared to increase its offer to $160 per Share in cash. Although Dr. Belldegrun once again expressed disappointment with the offer price, he agreed to facilitate a meeting on August 1st with management of Parent and Kite to provide further perspectives on value in order to demonstrate to Parent why neither the management team nor the Kite Board would be interested in pursuing a transaction at this time at that price level.
        Later that same day, Parent confirmed in a letter the increase of its offer to $160 per Share in cash (the "July 28 Proposal") for all of the assets of Kite, an 85% premium to Kite's 60-day volume weighted average stock price and a 26% increase from the July 16 Proposal. The letter indicated that Parent wanted to finish the discussions within weeks to minimize disruption of the pending launch of axi-cel and was prepared to immediately review due diligence materials.
        Also on July 28, shortly after the meeting, Dr. Belldegrun proposed that executives from Kite and Parent meet in Los Angeles on August 1, 2017 to further discuss Kite's business and commercial operations and their internal financial projections.
        On July 31, 2017, Parent held an informal meeting with certain members of the Parent Board to provide an update on Dr. Milligan's and Dr. Martin's discussions with Dr. Belldegrun the prior week and discuss the upcoming meeting in Los Angeles.
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        On August 1, 2017, Dr. Belldegrun, Ms. Butitta, Dr. Chang and Ms. Kim met with Dr. Milligan, Mr. Dickinson, Dr. Riva and Mr. Young to discuss Kite's financial model and assumptions supporting the model, clinical data for axi-cel for various indications, commercial launch plan and assumptions for axi-cel and product pipeline and next generation products from Kite's technology platform (the "August 1 Meeting"). At the end of this meeting, Dr. Milligan and Dr. Belldegrun met separately to discuss the July 28 Proposal. Dr. Belldegrun expressed his disappointment to Dr. Milligan at the level of the offer, making clear that the Kite Board had unanimously rejected the offer and that any future offer would need to be a compelling one. Dr. Milligan indicated to Dr. Belldegrun that he was going to find it very difficult to go back to the Parent Board and request an increased price.
        On August 2, 2017, Dr. Milligan emailed Dr. Belldegrun to thank him for the meeting the day before and indicated that he would look forward to catching up with Dr. Belldegrun in the future.
        On August 2, 2017, Parent held an informal meeting with certain members of the Parent Board to provide an update on the meeting between the companies the prior day.
        Between August 2 and August 7, Parent reviewed the information Kite presented at the August 1 Meeting and its internal analyses to date.
        On August 7, 2017, Dr. Milligan contacted Dr. Belldegrun and indicated that he would like to continue discussions between the parties. In this discussion, Dr. Milligan indicated that Parent's offer could potentially be increased, but Dr. Milligan did not present a revised offer at that time and indicated that any matters regarding price would need to be discussed with the Parent Board. Dr. Belldegrun agreed to arrange a meeting between Mr. Young, Dr. Riva and Mr. Dickinson from Parent and Dr. Chang, Ms. Buttita and Ms. Kim from Kite on Friday, August 11.
        On the morning of August 8, 2017, Kite released its earnings for the second quarter of 2017 and held its earnings call with the investment community. During the call, among other positive news, Kite announced it had filed an IND for KITE-585 and that the FDA would not need an advisory committee to review Kite's new drug application for axi-cel.
        On August 11, 2017, Ms. Butitta, Dr. Chang and Ms. Kim met with Mr. Dickinson, Dr. Riva and Mr. Young to discuss Parent's assumptions underlying its financial modeling for Kite, focusing primarily on market shares and pricing for the products (the "August 11 Meeting").
        On August 14, 2017, Parent held a meeting of the Parent Board to provide an update on the recent discussions with Kite and updates to Parent's financial valuation of Kite. Dr. Milligan and Mr. Dickinson highlighted new information obtained in the August 1 Meeting and August 11 Meeting with Kite, data announced by competitors and Kite's public announcements over the past week that all factored into adjustments to Parent's financial model. Based on this information and the model updates, after significant discussion, the Parent Board authorized management to submit a non-binding acquisition proposal to acquire all of the assets of Kite at a price of up to $180 per Share in cash.
        On August 16, 2017, Dr. Milligan and Dr. Belldegrun discussed next steps and agreed that they and Dr. Martin should meet in person in New York City on August 18, 2017.
        On August 17, 2017, Parent held an informal meeting with certain members of the Parent Board to provide an update on Dr. Milligan and Dr. Belldegrun's discussion the prior day and to discuss strategy for the upcoming meeting between the companies in New York City.
        On the evening of August 18, 2017, Dr. Belldegrun met with Dr. Milligan and Dr. Martin in New York. Dr. Milligan and Dr. Martin indicated that Parent was prepared to offer $176 in cash per Share to acquire all of the assets of Kite. Dr. Milligan and Dr. Martin expressed that Parent was prepared to move quickly and was interested in a transaction structured as a cash-tender offer followed by a second step merger and wanted to complete its diligence and negotiation of a merger agreement in the following ten days. Dr. Belldegrun indicated that he believed there was significant potential value in some of Kite's early stage pipeline and indicated that he believed that Parent should increase its offer to $180 per Share in cash. Dr. Milligan indicated that at $180 per Share in cash, he would be willing to
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recommend that the Parent Board approve the acquisition of all of the assets of Kite. Dr. Milligan and Dr. Martin advised that they would submit a formal offer letter with the $180 per Share price together with a draft merger agreement later that night. Dr. Belldegrun indicated that he would be prepared to recommend that price to the Kite Board.
        Later that evening, Parent confirmed in writing its updated offer of $180 per Share in cash (the "August 18 Proposal"), which represented a premium of 82% to Kite's 60-day volume weighted average stock price, an increase of 42% from the July 16 Proposal and an increase of 13% from the July 28 Proposal. The August 18 Proposal was for all of the assets of Kite and indicated that Parent expected the parties to move quickly to complete diligence and sign an acquisition agreement. Mr. Dickinson sent Dr. Belldegrun a draft of the merger agreement, and Parent's outside legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps"), provided Sullivan & Cromwell with a draft tender and support agreement to be delivered by each of the directors and officers of Kite in which they would agree to tender their Shares into the Offer.
        On August 20, 2017, Dr. Belldegrun called Dr. Milligan and informed him that Kite had held a meeting of the Kite Board and, in light of the August 18 Proposal, the Kite Board was interested in continuing to provide disclosures and have discussions with Parent.
        Also on August 20, 2017, Kite provided Parent access to a data room in order for Parent to perform its confirmatory due diligence investigation of Kite. Parent continued to perform due diligence through the execution of the Merger Agreement.
        On August 22, 2017, Sullivan & Cromwell delivered comments on the draft Merger Agreement to Skadden Arps.
        Over the next several days Kite, Parent, Sullivan & Cromwell and Skadden Arps discussed the terms of the Transactions, focusing on the elimination of the tender and support agreement, the size of the termination fee, the circumstances under which Kite could negotiate alternative proposals and accept superior offers, the representations and warranties, the interim operating restrictions and the provisions relating to employees.
        On August 24, 2017, Parent held an informal meeting with certain members of the Parent Board to provide a recap of the recent meeting with Dr. Martin and Dr. Belldegrun in New York City and a status update on the due diligence review of Kite and merger agreement negotiations.
        On August 24, 2017, Dr. Milligan and Dr. Belldegrun discussed a number of matters, including, in a conversation that also included Mr. Dickinson and Katie L. Watson, Parent's Executive Vice President, Human Resources, strategies with respect to retention of Kite employees after the closing of the potential Transactions.
        On August 25, 2017, Parent held a meeting of the Parent Board to provide a further status update on the due diligence review of Kite and merger agreement negotiations. Later that day, Parent formally engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") and Lazard Freres & Co. LLC ("Lazard") to act as Parent's financial advisors with respect to the potential acquisition of Kite.
        After this meeting, the parties discussed the requests of the Kite Board's transaction committee and shortly thereafter agreed upon substantially all of the terms of the Merger Agreement. During the course of the day and evening on August 26, 2017, Mr. Dickinson and Ms. Kim negotiated final points on the Merger Agreement. Representatives from Skadden Arps and Sullivan & Cromwell also continued to trade drafts and conduct negotiations on the merger agreement, the negotiations of which were completed overnight on August 26, 2017.
        On August 27, 2017, at a meeting of the Parent Board, Parent management provided an update on the valuation of Kite based on completion of due diligence and a summary of the merger agreement. Parent's Board unanimously approved entering into the merger agreement with Kite. Dr. Milligan then called Dr. Belldegrun to inform him of Parent's Board approval. Kite then convened a meeting of the
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Kite Board to review the final merger agreement and disclosure schedules and approve entering into the definitive merger agreement with Parent. After the meeting was concluded, Dr. Belldegrun called Dr. Milligan to inform him that the Kite Board had unanimously approved Kite entering into a definitive merger agreement with Parent.
        Following the Kite Board meeting, Kite, Parent and Purchaser executed the Merger Agreement.
        Before the opening of trading on the NASDAQ Stock Market on August 28, 2017, Parent and Kite issued a joint press release announcing the execution of the Merger Agreement and the forthcoming commencement of a tender offer by Parent to acquire all the outstanding Shares of Kite at a price of $180 per Share in cash.
        On September 5, 2017, Purchaser commenced the Offer and filed this Schedule TO-T.