What’s the final contingency in Merck’s last buyout?
reminder:
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.
