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VITAE PHARMACEUTICALS, INC filed this Form 8-K on 10/25/2016
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As previously disclosed, on September 13, 2016, Vitae Pharmaceuticals, Inc. (“Vitae”), Allergan Holdco US, Inc., a Delaware corporation (“Parent”), and Augusta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on September 26, 2016, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares (the “Shares”) of Vitae common stock, $0.0001 par value, at a price of $21.00 per share, without interest and subject to any required withholding taxes.


The Offer expired as scheduled at the end of the day 12:00 midnight, New York City time, on October 24, 2016 (the “Expiration Date”) and was not extended. Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), advised Parent and the Purchaser that, as of the Expiration Date, a total of 26,235,210 Shares had been validly tendered and not properly withdrawn from the Offer, which tendered Shares represented approximately 90.3% of the Shares outstanding as of the expiration of the Offer.  In addition, Notices of Guaranteed Delivery had been delivered for 836,595 Shares, representing approximately 2.9% of the Shares issued and outstanding as of the expiration of the Offer.  The number of Shares tendered (excluding Shares delivered pursuant to Notices of Guaranteed Delivery) satisfies the Minimum Tender Condition.  As the Minimum Tender Condition and each of the other conditions of the Offer have been satisfied (or waived), Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.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 Vitae (the “Merger”) set forth in the Merger Agreement were satisfied, and on October 25, 2016, Parent completed its acquisition of Vitae by consummating the Merger, without a meeting of stockholders of Vitae in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (“Delaware Law”), with Vitae continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), each Share then outstanding was converted into the right to receive cash in an amount equal to the Offer Price, without interest and subject to any required withholding taxes (the “Per Share Merger Consideration”) (other than (i) Shares held in the treasury of Vitae, (ii) Shares held by Parent or Purchaser and (iii) Shares issued and outstanding immediately prior to the Effective Time and in respect of which appraisal rights had been properly demanded (and not withdrawn or lost) in accordance with the Delaware Law in connection with the Merger). As a result of the Merger, Vitae became a wholly-owned subsidiary of Parent.


Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding option to purchase Shares (“Vitae Options”) with an exercise price per share less than the Per Share Merger Consideration that is unexpired, unexercised and outstanding immediately prior to the Effective Time (whether vested or unvested), was cancelled and the holder thereof is entitled to receive an amount of cash, without interest and subject to any applicable tax withholding, equal to (i) the Per Share Merger Consideration less the exercise price per share of such Vitae Option in effect immediately prior to the Effective Time multiplied by (ii) the number of Shares subject to such Vitae Option.  For Vitae Options that provide for vesting conditioned upon the attainment of performance goals, the number of Shares subject to such Vitae Options was determined at the “target” level of performance for such Vitae Options (or, if no target is specified, at the maximum number of shares subject to such Vitae Options).


The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Vitae’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 14, 2016 and is incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meaning given to such terms in the Merger Agreement.


Item 1.02. Termination of a Material Definitive Agreement.


On June 30, 2016, Vitae entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (“Cantor”), pursuant to which Vitae could offer and sell, from time to time