UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 28, 2010
Emergent BioSolutions Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33137
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14-1902018
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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2273 Research Boulevard, Suite 400, Rockville, Maryland
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20850
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (301) 795-1800
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 28, 2010, pursuant to an Agreement and Plan of Merger dated August 12, 2010, as amended (the “Merger Agreement”), by and among Emergent BioSolutions Inc. (“Emergent”), 35406 LLC, a direct wholly-owned subsidiary of Emergent (the “Final Surviving Entity”), 30333 Inc., an indirect wholly-owned subsidiary of Emergent (“Merger Sub”) and Trubion Pharmaceuticals, Inc. (“Trubion”), Emergent completed its acqu
isition of Trubion. Emergent’s acquisition of Trubion was effected by merging Merger Sub into Trubion, then merging Trubion into the Final Surviving Entity, which became a direct wholly owned subsidiary of Emergent (the “Merger”). As consideration for the Merger and pursuant to the terms of the Merger Agreement, Emergent (i) paid an aggregate of $27.88 million in cash and issued an aggregate of 3,351,817 shares of Emergent common stock and 20,425,554 Contingent Value Rights (“CVRs”) to the holders of common stock of Trubion, and (ii) issued 1,677,827 CVRs to the holders of outstanding options to purchase Trubion common stock, which holders are also entitled to an aggregate in cash of $3.86 million from Trubion.
Holders of CVRs are entitled to receive a pro rata portion of certain contingent payments following the achievement of future development milestones under Trubion’s collaboration agreements with Pfizer Inc. and Abbott Laboratories, as described more fully in the Contingent Value Rights Agreement by and among Emergent, Trubion and Mellon Investor Services, as rights agent, dated August 12, 2010, and filed by the registrant with its Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on August 13, 2010 (the “CVR Agreement”).
The foregoing descriptions of the transaction, the Merger Agreement and the CVR Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and CVR Agreement which were filed with the SEC on August 13, 2010.
The October 28, 2010 press release announcing Emergent’s acquisition of Trubion is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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2.1
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Agreement and Plan of Merger, dated August 12, 2010 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 13, 2010)
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2.2
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Amendment No. 1 to Agreement and Plan of Merger, dated September 29, 2010 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on September 30, 2010)
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10.1
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Contingent Value Rights Agreement dated as of August 12, 2010 (incorporated by reference to Exhibit 10.1 of Emergent’s Current Report on Form 8-K filed on August 13, 2010)
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99.1
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Press Release dated October 28, 2010
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 29, 2010
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EMERGENT BIOSOLUTIONS INC.
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By: /s/ Jay G. Reilly
Name: Jay G. Reilly
Title: General Counsel
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated August 12, 2010 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on August 13, 2010)
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2.2
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Amendment No. 1 to Agreement and Plan of Merger, dated September 29, 2010 (incorporated by reference to the registrant’s Current Report on Form 8-K filed on September 30, 2010)
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10.1
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Contingent Value Rights Agreement dated as of August 12, 2010 (incorporated by reference to Exhibit 10.1 of Emergent’s Current Report on Form 8-K filed on August 13, 2010)
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99.1
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Press Release dated October 28, 2010
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Investors Contact:
Robert G. Burrows
Vice President, Investor Relations
301-795-1877
BurrowsR@ebsi.com
Media Contact:
Tracey Schmitt
Vice President, Corporate Communications
301-795-1800
SchmittT@ebsi.com
EMERGENT BIOSOLUTIONS COMPLETES ACQUISITION OF TRUBION PHARMACEUTICALS
ROCKVILLE, MD, October 28, 2010 – Emergent BioSolutions Inc. (NYSE:EBS) today announced that it has completed the acquisition of Trubion Pharmaceuticals, Inc., following a majority vote to approve the merger by Trubion stockholders at a special meeting conducted at Trubion’s Seattle headquarters on October 28, 2010. The acquisition provides Emergent with multiple, advanced stage candidates in the key disease areas of oncology and autoimmunity as well as access to novel and versatile protein therapeutic platforms. Trubion’s platforms have been designed to address the limitations of monoclonal antibodies and complement Emergent’s existing antibody therapeutic capabilities.
"Emergent’s acquisition of Trubion helps achieve our goal of diversifying beyond infectious diseases and marks an important step towards being a fully integrated biopharmaceutical company,” said Fuad El-Hibri, chairman and chief executive officer of Emergent BioSolutions. "We look forward to growing our presence in the state’s vibrant biotech community building on the strengths of the Emergent Seattle team in the field of biotherapeutics."
Emergent will maintain research facilities in Seattle, Washington and the location will become a therapeutics-focused product development site.
About Emergent BioSolutions Inc.
Emergent BioSolutions Inc. is a global biopharmaceutical company focused on the development, manufacture and commercialization of vaccines and antibody therapies that assist the body’s immune system to prevent or treat disease. Emergent’s marketed and investigational products target infectious diseases, oncology, and autoimmune disorders. Additional information about the company may be found at www.emergentbiosolutions.com.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding our strategy, future operations at any company location, future financial position, future revenues, projected costs, prospects, plans and objectives of management, including statements regarding the anticipated benefits of the merger, our expected revenue growth and net earnings for 2010, and any other statements containing the words "believes", "expects", "anticipates", "plans", "estimates" and similar expressions, are forward-looking statements. There are a number of important factors that could cause the company's actual results to differ materially from those indicated by such forward-looking statements, including our
ability to successfully integrate the combined companies; our ability to win a procurement contract with the U.S. government for our recombinant protective antigen anthrax vaccine candidate; our plans to expand our manufacturing facilities and capabilities; the rate and degree of market acceptance and clinical utility of our products; the success of our ongoing and planned development programs, preclinical studies and clinical trials; the timing of and our ability to obtain and maintain regulatory approvals for our product candidates; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and other factors identified in the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and subsequent filings with the SEC. The company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
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