NorthWest Biotherapeutics Inc (NWBO)

[hyperopia]

anatomy of a Merck buyout:

For those wondering what a partnership or buyout of Northwest Bio might look like, I think it’s interesting and informative to look at the background of recent acquisitions, and observe the modus operandi of a potential suitor, in this case Merck. It seems that they are relentless, and willing to pay up when they want something. As a reminder, Merck is currently in the process of raising $10.5 billion from the Organon spin-off announced last year. Here’s a brief synopsis for those that don’t have time to read the filing.

On February 25, 2021, it was announced that Merck offered to acquire Pandion Therapeutics for $60 a share (a 140%premium), or $1.85 billion. Pandion’s most advanced candidate, PT-101, is an engineered IL-2 mutein fused to a protein backbone which is designed to selectively activate and expand regulatory T cells without activating proinflammatory cells, for the treatment of autoimmune diseases. Pandion just completed a Phase 1a clinical trial for PT-101, which met its primary endpoint of safety and tolerability, and demonstrated proof of mechanism by selectively expanding Tregs in healthy volunteers.

Merck signed a non-disclosure agreement with Pandion back in April 2018, and was following the company’s research for several years, while reviewing various non-public information, then several offers were made over the course of the past year before this final deal was reached. In January of 2020, Merck made their first offer of $65 million up front and up to $425 million in potential milestone payments. This offer was refused as inadequate, since there were many other interested companies. Merck continued informal discussions about the clinical trial progress, Pandion’s other pipeline programs, and potential partnership and acquisition possibilities over the next few months, but no formal offers were made. In June, Pandion began preparing for an IPO, and discussions were put off. In July, Pandion priced an initial public offering of its common stock at $18 per share. Discussions began again in August and continued until a second offer was made in October for $100 million up front, partnering 50/50, and buying a 20% stake in the company, which was also refused. In December, Pandion shared the topline data from the clinical trial with Merck and another interested company, after which Merck expressed their continued interest. Pandion publicly announced the positive topline results of their trial on January 4th, 2021. Later in January, Merck indicated that they were preparing another partnership proposal while it continued due diligence on Pandion’s pipeline candidates. Meanwhile Pandion engaged Centerville Partners to represent them and continued discussions with four other interested companies. Then in the beginning of February, Merck made an offer to acquire the entire company for $40 per share, which was upped to $50 per share two days later after Centerville indicated it was insufficient, and there were other parties interested, and another acquisition offer was on the table. Pandion made a counter offer of $60 per share, which Merck agreed to, contingent on further due diligence, and audits of the two contract manufacturing vendors of Pandion, which was conducted on February 24th. Then the deal was announced on February 25th.

SCHEDULE 14D-9 Pandion Therapeutics, Inc

Confidentiality Agreement
On February 13, 2021, Parent and Pandion entered into an amendment to the Confidential Disclosure-In Agreement, dated April 9, 2018 as amended by Amendment No. 1, dated December 16, 2019, and Amendment No. 2, dated December 18, 2020 (as amended, the “Confidentiality Agreement”), in connection with Parent’s consideration of a potential business combination with Pandion. Under the terms of the Confidentiality Agreement, each party agreed, subject to certain exceptions, to keep confidential certain proprietary or non-public information relating to the other during the term of the Confidentiality Agreement and for a period lasting seven years following the expiration or termination of the Confidentiality Agreement.

Background of the Offer and the Merger
Pandion regularly meets and engages in discussions with other biotechnology and pharmaceutical companies in the ordinary course of business regarding a variety of potential partnerships, licensing arrangements, joint ventures, collaborations and other transactions with respect to Pandion’s product candidates.

During these interactions between 2018 and 2020, Pandion entered into confidentiality agreements with 24 parties that expressed interest in potential partnership or other strategic transactions, including Parent and Parties A through E mentioned below. None of these confidentiality agreements contained standstill provisions. Over the course of 2018 and 2020, Pandion provided non-public due diligence information to all or substantially all of these parties. Only two of the companies receiving non-public due diligence information, Parent and another global biopharmaceutical company, Party A, requested and received access during this period to Pandion’s virtual data room containing regulatory submissions and related supporting study information. Pandion entered into the Confidentiality Agreement with Parent on April 9, 2018 (as subsequently amended by Amendment No. 1, dated December 16, 2019, Amendment No. 2, dated December 18, 2020 and a letter agreement, dated February 13, 2021).

Starting around January 2020, Pandion’s interactions with each of Parent and Party A referenced the possibility of a potential collaboration transaction.
 
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On January 31, 2020, Parent sent Vikas Goyal, Pandion’s Senior Vice President of Business Development, a non-binding term sheet for the acquisition of Pandion’s IL-2 agonists program, including PT-101, for an upfront cash payment of $65 million and up to $425 million in potential future milestone payments (“Parent’s January 2020 Proposal”).

On the same day, Mr. Goyal informed representatives from Party A that Pandion had received a term sheet from another pharmaceutical company earlier that day.

During February 2020, representatives of Pandion informed Parent that Parent’s January 2020 Proposal did not adequately reflect the value or potential of its program.

On February 14, 2020, Mr. Goyal had a call with representatives from Party A who indicated that Party A would not be able to move forward with a partnership transaction with Pandion at that time, however, Party A continued to be interested in Pandion’s products and wanted to continue to have ongoing discussions with Pandion in the coming months.

During the months leading up to Pandion’s initial public offering, representatives of Pandion engaged with representatives of Parent on several occasions to discuss PT-101’s clinical trial status and other program updates. In these conversations, Parent was informed of Pandion’s plans for an initial public offering, and representatives of Parent expressed potential interest in either an acquisition or a partnership transaction. However, no proposals were made by Parent to Pandion during this period.

On June 11, 2020, Mr. Goyal had a call with a representative from Party A to discuss Party A’s interest in Pandion, updates to Pandion’s clinical programs as well as Pandion’s plans for an initial public offering. The representative from Party A indicated that Party A was still not in a position to restart partnership discussions at that time, but hoped to reconnect with Pandion in August or September for further updates on Pandion’s programs.

On July 16, 2020, Pandion priced an initial public offering of its common stock at $18 per share.

During August and September 2020, representatives of Pandion engaged with representatives of Parent on numerous occasions to discuss updates to PT-101 and Pandion’s other programs and to facilitate due diligence. During these discussions, representatives of Parent reiterated Parent’s strong interest in PT-101 and desire to explore a partnership in the near term and view clinical data for PT-101 when available.

On September 18, 2020, representatives from Pandion had a videoconference with representatives from Party A to discuss Pandion’s programs and discuss business development between the parties, particularly potential partnership transactions.

On September 29, 2020, Drs. Rahul Kakkar, Chief Executive Officer of Pandion, and Jo Viney, President and Chief Scientific Officer of Pandion, Mr. Goyal and Alan Crane, Chairman of the Pandion Board, met with Dr. Roger Perlmutter, Executive Vice President of Parent and President of Merck Research Laboratories, and other representatives of Parent. The parties discussed possible ways to work together on advancing Pandion’s products. Representatives of Parent indicated that the next step would likely be for Parent to provide some potential options for how the parties could work together. Parent’s representatives also reiterated the desire to see Pandion’s Phase 1 data for PT-101.

On October 2, 2020, Parent announced the retirement of Dr. Perlmutter and the appointment of Dr. Dean Li as President of Merck Research Laboratories. On the same day, Mr. Goyal spoke with a representative of Parent to discuss the announcement and its effect on the discussions between Parent and Pandion. During this conversation, the representative of Parent indicated that Parent intended to propose a few different possible transaction structures to Pandion within the coming week.
 
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On October 12, 2020, Mr. Goyal spoke with a representative of Parent, who indicated that Parent was planning to submit a proposal for Pandion’s consideration within the next 24 hours and would expect Pandion’s feedback by October 16.

Later that day, Parent submitted to Pandion a non-binding proposal for a 50-50 partnership arrangement between Parent and Pandion in Pandion’s IL-2 agonists program, for an upfront cash payment of $100 million and the purchase of newly-issued common stock of Pandion to give Parent a 19.9% equity stake in Pandion at the closing of such transaction at an unspecified price (“Parent’s October 2020 Proposal”).

On October 16, 2020, Dr. Kakkar spoke with a representative of Parent, indicating that Parent’s October 2020 Proposal was viewed as not reflecting Pandion’s value. The representative of Parent communicated that Parent would need to review Pandion’s Phase 1 data for PT-101 in order to consider a revised proposal.

On October 26, 2020, Pandion received a non-binding offer from a global pharmaceutical company, Party B, for a collaboration arrangement between the parties on Pandion’s skin-tethered assets that were in early discovery stage. The non-binding offer from Party B provided a $7 million upfront payment for an exclusive license to compounds in the skin-tether program, up to $276 million in milestone payments and additional royalties payable as a percentage of net sales.

On October 28, 2020, Party A sent Mr. Goyal a list of follow-up diligence questions with respect to PT-101 and Pandion’s other pipeline products.

On November 10, 2020, representatives of Pandion met with representatives of Party A via videoconference to discuss Party A’s diligence questions and timelines for Pandion’s products.
Also in November 2020, Mr. Goyal responded to Party B that Pandion would be interested in pursuing a collaboration for the relevant Pandion assets but not for less than a $50 million upfront payment, and as a result Party B ceased further discussions.

On November 30 and December 1, 2020, representatives of Pandion met with representatives of Parent via videoconference to discuss updates regarding PT-101 and to discuss Pandion’s pre-clinical pipeline.

In December 2020, representatives of Pandion met separately with representatives of Parent, representatives of Party A and representatives of another large international pharmaceutical company (Party C) to present topline data from PT-101’s Phase 1a trial. Representatives of two other large international pharmaceutical companies (Parties D and E) received this presentation by Pandion in the first two weeks of January 2021.

After the presentation in December 2020, a representative of Parent called Mr. Goyal to indicate that Parent was still very interested in Pandion and PT-101.
On January 4, 2021, Pandion publicly announced positive topline data from its Phase 1a single-dose, healthy volunteer clinical trial for PT-101.

On that same day, a representative of Centerview Partners LLC (“Centerview”) contacted Dr. Kakkar to discuss industry perspectives and views on various potential parties that might be interested in a transaction with Pandion in light of the strength of the recently announced data. Members of the Pandion Board were informed by Dr. Kakkar of his discussions with Centerview during routine director updates over subsequent weeks.

On January 11, 2021, a representative of Party A indicated to a representative of Pandion that Party A expected to potentially submit a proposal with respect to a partnership transaction, although the submission of such a proposal remained subject to further internal review and approval by Party A. Party A also indicated a desire to continue due diligence, which Pandion facilitated.
 
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During January and February 2021, Parent continued to conduct due diligence on Pandion. None of Party C, Party D or Party E sought additional information beyond the Phase 1a topline data presentation provided by Pandion. Although on January 20, 2021, Party C indicated possible interest in submitting a proposal for a partnership transaction, Party C subsequently did not engage further with Pandion after follow-up by Pandion representatives prior to the exclusivity period with Parent. Party C was viewed by Pandion as unlikely to engage in a transaction given other strategic priorities and as unlikely to move quickly if informed of a bid from another interested party. Prior to the exclusivity period with Parent, Party D expressed interest in potentially co-funding certain studies for PT-101 (but indicated that it was not interested in further development work around ulcerative colitis, which was viewed by Pandion as an important value contributor to the program). Party E was viewed by Pandion as not having a strong interest in the Phase 1a topline data presentation based on historical interactions and Party E’s lack of follow-up. Other than the interactions with Parent and Party B, and Pandion’s publicly disclosed collaboration with Astellas Pharma, Inc., none of the parties with whom Pandion entered into a confidentiality agreement (including Party A, Party C, Party D and Party E) made any proposal for an acquisition of Pandion, partnership or other strategic transaction.

On February 7, 2021, Parent submitted a non-binding proposal to acquire all of the fully-diluted common stock of Pandion for $40.00 per share in cash (the “February 7 Proposal”). In the February 7 Proposal, Parent indicated that it had substantially completed scientific and regulatory due diligence with respect to assessing PT-101 and the proposal was subject to the completion of corporate due diligence, which Parent was prepared to do expeditiously while the parties contemporaneously negotiated a definitive acquisition agreement. Parent also expressed its desire to execute a definitive acquisition agreement on February 16, 2021.

On February 8, 2021, the Pandion Board held a meeting by teleconference, which included senior management and representatives from Centerview, Skadden, Arps, Slate, Meagher & Flom LLP, transactional counsel to Pandion (“Skadden”), and Wilmer Cutler Pickering Hale and Dorr LLP, corporate counsel to Pandion (“WilmerHale”). Representatives of Skadden discussed with the Pandion Board its fiduciary obligations. Representatives of Centerview provided an overview of the February 7 Proposal, including a comparison of the proposal to certain of Pandion’s trading metrics and discussed with the Pandion Board the preliminary valuation presentation provided by Centerview and the projections prepared by Pandion management for the Pandion Board during January and February 2021. See “ — Certain Financial Projections” below for a discussion of the management projections utilized by Centerview. Representatives from Centerview then discussed with the Pandion Board possible negotiation strategies in responding to the February 7 Proposal in order to obtain the highest possible offer from Parent in the event the Pandion Board desired to further explore a sale of the company, taking into consideration Parent’s request to move quickly in order to enter into a definitive agreement and announce as early as February 16, 2021. The Pandion Board also discussed with representatives of Centerview and management their perspectives on other potentially interested parties, considering the history of interactions with such parties, the fact that Pandion’s data from its Phase 1a single-dose, healthy volunteer clinical trial of PT-101 had been publicly announced, and the risk that contacting additional parties could result in leaks that would be disruptive to Pandion’s business and would likely cause Parent to disengage.

After discussion, the Pandion Board instructed Centerview to respond to Parent that the February 7 Proposal was insufficient and Parent needed to significantly increase its offer, in particular if Pandion were to proceed on the timeframe requested by Parent. The Pandion Board also instructed Centerview to concurrently communicate to Party A that Pandion had received an acquisition proposal from a large international pharmaceutical company looking to pursue a transaction that would announce as early as February 16, 2021. The Pandion Board also directed management to continue to work with representatives of Centerview to enable Centerview to complete financial analyses of the February 7 Proposal and Pandion on a standalone basis. Representatives of Centerview conveyed the respective messages as directed by the Pandion Board to a representative of Parent, and to a member of senior management of Party A, while the Pandion Board meeting was ongoing.

Also at the meeting on February 8, 2021, the Pandion Board, with the representatives of Centerview absent from the meeting, discussed the considerations associated with engaging a financial advisor, like Centerview, that had
 
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existing relationships with Parent and Party A, including that a senior member of the Centerview deal team for Pandion is part of the team engaged by Parent on matters unrelated to Pandion. Following this discussion, the Pandion Board approved the entry into an engagement letter with Centerview to serve as financial advisor to Pandion. Later in the day, Pandion and Centerview entered into the engagement letter.

Also at the meeting on February 8, 2021, the Pandion Board conducted an executive session and approved the 2020 annual target bonuses and compensation.

On the morning of February 9, 2021, through a telephone conversation, a representative of Parent delivered to representatives of Centerview a revised offer to acquire all of the fully-diluted common stock of Pandion for a price of $50.00 per share in cash (the “February 9 Proposal”), which was conditioned on immediate entry into an exclusivity agreement between Parent and Pandion.

At 11:00 a.m. Eastern time on February 9, 2021, the Pandion Board held a meeting by teleconference, which included senior management and representatives from Centerview, Skadden and WilmerHale. The Pandion Board discussed the February 9 Proposal, including the possibility of obtaining a higher offer from Parent and the risk that Parent would refuse to proceed without immediate exclusivity. Representatives of Centerview then updated the Pandion Board on its discussion with Party A, and explained that Party A was discussing internally whether it would be submitting an acquisition proposal and would revert promptly.

The Pandion Board then discussed with representatives of Centerview and Skadden the potential exclusivity agreement required by Parent and the ability of Party A to make an unsolicited bid during the exclusivity period if Party A wished to submit an acquisition proposal. Representatives from Skadden discussed the anticipated fiduciary out provisions of a merger agreement and the circumstances under which the Pandion Board may consider or accept a competing acquisition proposal even after entering into a definitive agreement with Parent.

Following further discussion, the Pandion Board directed representatives of Centerview to convey to Parent a counterproposal of $60.00 per share in cash (the “February 9 Counterproposal”) and that Pandion would be willing to enter into a short-term exclusivity agreement only on the basis of such counterproposal, which representatives of Centerview communicated to a representative of Parent following the meeting.

At 8:00 p.m. Eastern time on February 9, 2021, the Pandion Board held a meeting by teleconference, which included senior management and representatives of Centerview, Skadden and WilmerHale. Prior to representatives of Centerview joining the meeting, representatives of Skadden discussed with the Pandion Board its fiduciary obligations. Representatives of Skadden also discussed with the Pandion Board information provided by Centerview with respect to its previous and ongoing work for or on behalf of Parent and Party A, including the fact (as the Pandion Board was already aware) that a senior member of the Centerview deal team for Pandion is part of the team engaged by Parent on matters unrelated to Pandion, which information provided by Centerview is summarized in “ —Opinion of Pandion’s Financial Advisor”. The Pandion Board considered the relationship disclosures provided by Centerview and its experience in dealing with Parent and Party A, and the Pandion Board determined that such relationships did not interfere with Centerview’s ability to provide financial advisory services to Pandion in connection with its consideration of the acquisition proposal by Parent or other strategic alternatives.

Representatives of Centerview then joined the meeting and updated the Pandion Board that the February 9 Counterproposal was acceptable to Parent, contingent on the entry into an exclusivity agreement between Parent and Pandion. Representatives of Centerview also updated that Parent’s legal counsel were expected to send the initial draft of a definitive acquisition agreement in the near future, and that Parent continued to target public announcement of a transaction on February 16, 2021. Representatives of Skadden then discussed with the Pandion Board the terms and duration of the proposed exclusivity agreement received from Parent, providing for an initial exclusivity period ending on February 19, 2021 followed by an automatic 10-day extension if, at the end of the initial exclusivity period, Parent was working in good faith toward finalizing the proposed transaction.
 
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Representatives of Centerview also updated the Pandion Board that Party A had not provided a further update on whether it would in fact submit an acquisition proposal or its timing for making such a decision.

Following discussion, the Pandion Board authorized Pandion’s entry into the exclusivity agreement with Parent, instructing management to discontinue Party A’s access to the virtual data room containing regulatory submissions and related supporting study information, and directed management of Pandion, with the assistance of Skadden and Centerview, to facilitate Parent’s confirmatory due diligence and negotiate the terms of the definitive acquisition agreement with Parent on the basis of the proposed price of $60.00 per share in cash.

Later that evening, Covington & Burling LLP, Parent’s legal advisor (“Covington”), provided Skadden with an initial draft of the Merger Agreement prepared by Covington, which contemplated tender and support agreements from all directors and officers of Pandion and their respective affiliates and retention agreements with unidentified key employees. Parent later identified these employees as Drs. Jo Viney and John Sundy, Chief Medical Officer of Pandion.

On February 9, 2021, Pandion provided Parent and its legal and financial advisors access to additional diligence materials through a virtual data room to enable Parent and its representatives to perform their confirmatory due diligence investigation of Pandion. In addition to a review of the virtual data room, Parent and its advisors subsequently participated in calls with senior management and representatives of Pandion as part of Parent’s due diligence investigation. During the confirmatory due diligence process, Parent indicated that completion of site audits of two of Pandion’s contract manufacturing vendors would be important to Parent’s ability to proceed with a transaction, and the parties worked to enter into confidentiality agreements with such vendors and schedule these audits with third parties as promptly as possible.

On February 10, 2021, the Pandion Board held a meeting by teleconference, which included senior management and representatives of Centerview, Skadden and WilmerHale. The Pandion Board discussed potential compensation changes and programs proposed by Pandion management for the purpose of aligning the interests of management and the rest of Pandion’s employees with the interests of stockholders in the completion of the proposed transaction with Parent. At the Pandion Board’s direction, Pandion management conveyed such proposals to Parent as authorized by the Pandion Board. During the period from February 10 through February 15, 2021, Parent’s and Pandion’s respective representatives and legal counsel engaged in discussions as to the proposals authorized by the Pandion Board, ultimately resulting in the incentives described in “Item 3. Past Contacts, Transactions, Negotiations and Agreements — Arrangements with Parent and Purchaser and Their Affiliates” for the implementation of the severance benefits for Pandion employees who are not otherwise entitled to contractual severance protection and the Cash Incentive Pool.

On February 13, 2021, Parent and Pandion amended the Confidentiality Agreement, expanding the information disclosed under the Confidentiality Agreement to include a possible business combination and imposing mutual confidentiality obligations on Pandion with respect to information disclosed by Parent under the Confidentiality Agreement.

Between February 9 and February 15, 2021, Skadden and Covington conducted a number of conference calls and exchanged drafts of the Merger Agreement, the form of Tender and Support Agreement, the confidential disclosure schedule and other transaction documents. Among other items, the parties negotiated the scope of the conditions to closing (including the definition of a material adverse effect) and termination provisions, the amount of Pandion’s termination fee in the event Pandion terminated the Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement) and other circumstances in which such fee would be payable, the ability of the Pandion Board to engage with third parties interested in pursuing an acquisition proposal under various circumstances, the percentage of the outstanding shares of common stock that would be subject to Tender and Support Agreements to be sought from Pandion shareholders, the conditions to Parent’s obligations to complete the transaction, the obligations of Parent to extend the tender offer in order to permit the satisfaction of offer conditions, and the provisions relevant to obtaining regulatory approvals for the transaction. On
 
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February 15, 2021, the parties resolved all outstanding material issues under the proposed merger agreement and other transaction documents. However, representatives of Parent also informed representatives of Pandion and Centerview that same day that Parent was not prepared to proceed with the transaction until after completion of site audits with two of Pandion’s contract manufacturing vendors, which were anticipated to be completed on or about February 24, 2021.

Later on February 15, 2021, the Pandion Board held a meeting by teleconference, which included senior management and representatives of Centerview, Skadden and WilmerHale.

Representatives of Pandion management updated the Pandion Board regarding the anticipated site audits by Parent of two of Pandion’s contract manufacturing vendors and the fact that Parent would not be able to complete its confirmatory due diligence and was unwilling to enter into a definitive agreement until such audits were completed to its satisfaction, which was expected to occur on or about February 24, 2021. In response to questions from the Pandion Board, representatives of Centerview confirmed that Centerview had not received any inquiries from or had any interactions with Party A since February 9, 2021, when Centerview had informed Party A that Pandion had entered into an exclusivity agreement with the party that had submitted an acquisition proposal. Representatives of Skadden updated the Pandion Board on the resolution of material terms of the proposed merger agreement and other transaction documents.

On February 24, 2021, Parent completed its site audits of the two contract manufacturing vendors of Pandion.

Later that evening, the Pandion Board held a meeting by teleconference, which included senior management and representatives of Centerview, Skadden and WilmerHale. Representatives of Centerview reviewed with the Pandion Board Centerview’s financial analyses of the Offer Price and the Merger Consideration, and rendered to the Pandion Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 24, 2021 that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Offer Price and the Merger Consideration proposed to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreement were fair, from a financial point of view, to such holders. See “— Certain Financial Projections” below for a discussion of the management projections utilized by Centerview; see “— Opinion of Pandion’s Financial Advisor” below for a discussion of Centerview’s opinion. The opinion delivered by Centerview is attached to this Schedule 14D-9 as Annex I.

Representatives of Skadden discussed with the Pandion Board the material terms of the Merger Agreement, the form of Tender and Support Agreement, the retention agreements with Drs. Jo Viney and John Sundy, and the compensation arrangements as agreed between Parent and Pandion, including the severance benefits for Pandion employees who are not otherwise entitled to contractual severance protection and the Cash Incentive Pool.

After further discussion, the Pandion Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interest of, Pandion and its stockholders; (ii) declared that it is advisable for Pandion to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Pandion of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (iv) agreed that the Merger will be effected under Section 251(h) of the DGCL; (v) resolved to recommend that Pandion’s stockholders accept the Offer and tender their Shares pursuant to the Offer; and (v) declared that the Chief Executive Officer, the President and Chief Scientific Officer, and the Chief Operating Officer of the Corporation are each authorized to execute and deliver the Merger Agreement in the form presented to the Pandion Board.

Following the Pandion Board meeting, at approximately 10:45 p.m. Eastern time on February 24, 2021, Parent, Purchaser and Pandion executed and delivered the Merger Agreement.
 
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On February 25, 2021 and prior to the start of trading on Nasdaq, Pandion and Parent issued a joint press release announcing the execution of the Merger Agreement and the forthcoming commencement of the Offer, and Pandion filed a Current Report on Form 8-K.

On March 4, 2021, Purchaser commenced the Offer and Pandion filed this Schedule 14D-9.

https://www.sec.gov/Archives/edgar/data/1807901/000119312521069722/d112288dsc14d9.htm



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