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Vertex Pharmaceuticals | SC TO-C: Written communication relating to an issuer or third party tender offer

SEC announcement ·  Apr 11 07:19
Summary by Moomoo AI
On April 10, 2024, Vertex Pharmaceuticals Incorporated (Vertex) announced its entry into a Merger Agreement with Alpine Immune Sciences, Inc. Under the agreement, Vertex's wholly owned subsidiary, Adams Merger Sub, Inc., will initiate a cash tender offer to acquire all outstanding shares of Alpine Immune Sciences at $65.00 per share. The offer is contingent upon a majority of Alpine's shares being tendered, regulatory approvals, and other customary conditions. The tender offer will commence within 10 business days from the agreement date and will expire 20 business days after its commencement, unless extended. Following the offer's completion, Alpine will merge with Adams Merger Sub, Inc., becoming a wholly owned subsidiary of Vertex. The merger is not subject to a financing condition. In conjunction...Show More
On April 10, 2024, Vertex Pharmaceuticals Incorporated (Vertex) announced its entry into a Merger Agreement with Alpine Immune Sciences, Inc. Under the agreement, Vertex's wholly owned subsidiary, Adams Merger Sub, Inc., will initiate a cash tender offer to acquire all outstanding shares of Alpine Immune Sciences at $65.00 per share. The offer is contingent upon a majority of Alpine's shares being tendered, regulatory approvals, and other customary conditions. The tender offer will commence within 10 business days from the agreement date and will expire 20 business days after its commencement, unless extended. Following the offer's completion, Alpine will merge with Adams Merger Sub, Inc., becoming a wholly owned subsidiary of Vertex. The merger is not subject to a financing condition. In conjunction with the Merger Agreement, significant Alpine shareholders, collectively owning approximately 25.5% of the outstanding shares, have entered into Tender and Support Agreements, committing to tender their shares. The merger is expected to be completed by April 10, 2025, unless terminated under certain conditions, which may require Alpine to pay Vertex a termination fee of $173 million. A joint press release was issued, and the Merger Agreement and related documents were filed with the SEC.

This announcement is a separate document:

Doc 1

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