Item 1.01. Entry into a Material Definitive Agreement.
Debt Commitment Letter
As previously announced, (i) on September 12, 2016, Horizon Pharma plc, a public limited company organized under the laws of Ireland
(“
Parent
”), Misneach Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“
Purchaser
”), and Raptor Pharmaceutical Corp., a Delaware corporation (the “
Target
”),
entered into a definitive Agreement and Plan of Merger (the “
Merger Agreement
”), pursuant to which (a) Parent, through Purchaser, will commence a tender offer (the “
Offer
”) to acquire all of the outstanding
shares of the Target’s common stock, and (b) following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Target, with the
Target surviving as an indirect wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the General Corporation Law of the State of Delaware without further stockholder approval, and (ii) on
September 12, 2016 and in connection with the Merger Agreement, Horizon Pharma, Inc., an indirect wholly-owned subsidiary of Parent, entered into a commitment letter (the “
Debt Commitment Letter
”) with Bank of America, N.A.
(“Bank of America”), JPMorgan Chase Bank, N.A. (“
JPMorgan
”), Jefferies Finance LLC (“
Jefferies
”), Cowen and Company (“
Cowen
”) and Cowen Structured Holdings, Inc. (together with Bank of
America, JPMorgan, Jefferies and Cowen, the “
Commitment Parties
”) pursuant to which the Commitment Parties have provided several but not joint commitments to provide $675.0 million of senior secured term loans. The purpose of this
Current Report on Form 8-K is to file a copy of the Debt Commitment Letter.
The foregoing description of the Debt Commitment Letter does
not purport to be complete and is qualified in its entirety by reference to the Debt Commitment Letter, a copy of which is attached hereto as Exhibit 99.1.
About the Tender Offer
THIS CURRENT
REPORT ON FORM 8-K IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF THE TARGET’S COMMON STOCK. THE TENDER OFFER DESCRIBED IN THIS DOCUMENT HAS NOT YET COMMENCED.
At the time the Offer is commenced, Parent and Purchaser will file a Tender Offer Statement on Schedule TO with the Securities and Exchange
Commission (“
SEC
”), and the Target will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
The Offer, the related letter of transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be
made available to all stockholders of the Target at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be available without charge at the SEC’s web site, at http://www.sec.gov. Free copies of these
materials and certain other offering documents will be sent to the Target’s stockholders by the information agent for the offer.
THE
TARGET’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, INCLUDING
ALL AMENDMENTS TO THOSE MATERIALS. SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
Additional Information and Where to Find It
In addition to the Solicitation/Recommendation Statement, Parent and the Target file annual, quarterly and current reports, proxy statements
and other information with the SEC. Such filings with the SEC are available to the public from commercial document-retrieval services and the SEC’s website at http://www.sec.gov.