Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed, on February 20, 2019, Immune Design Corp., a Delaware corporation (the
Company
), entered into an Agreement
and Plan of Merger (the
Merger Agreement
) with Merck Sharp & Dohme Corp., a New Jersey corporation (
Parent
), and Cascade Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (
Purchaser
).
Pursuant to the Merger Agreement, on March 5, 2019, Purchaser commenced a tender offer
to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the
Shares
), at a purchase price of $5.85 per Share in cash (the
Offer Price
), without any
interest thereon and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2019 (as amended or supplemented from time to time, the
Offer to
Purchase
), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the
Offer
).
On April 2, 2019, Parent announced that the offering period of the Offer had expired at 12:00 midnight, Eastern Time, on April 2, 2019 (one minute
after 11:59 p.m., Eastern Time, on April 1, 2019) (the
Expiration Time
) and that as of such time, based on the information provided by the depositary for the Offer, (i) a total of 41,970,607 Shares were validly
tendered and not validly withdrawn in the Offer, representing approximately 86.75% of the Companys currently outstanding Shares, and (ii) 379,162 Shares were validly tendered by notice of guaranteed delivery, which Shares were sufficient to
have met the minimum condition of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of the Companys stockholders. Purchaser accepted for payment all Shares validly tendered and not validly
withdrawn prior to the Expiration Time.
Following the completion of the Offer, on April 2, 2019, pursuant to the terms of the Merger Agreement and
in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser merged with and into the Company (the
Merger
), with the Company continuing as the surviving corporation and a direct
wholly owned subsidiary of Parent. In the Merger, Shares that were not purchased pursuant to the Offer (other than Shares held by Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent, the Company (or in the
Companys treasury) or by stockholders of the Company who have perfected their statutory rights of appraisal under Delaware law) were converted into the right to receive an amount in cash equal to the Offer Price (the
Merger
Consideration
), without any interest thereon and less any applicable withholding taxes.
Pursuant to the Merger Agreement, each of the
Companys stock options (the
Company Options
) that were outstanding as of immediately prior to the effective time of the Merger (the
Effective Time
) accelerated and became fully vested and
exercisable effective immediately prior to the Effective Time and have been cancelled and converted into the right to receive cash in an amount, less any applicable withholding taxes, equal to the product of (i) the total number of Shares
subject to the such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option. No holder of a
Company Option that had an exercise price per Share that was equal to or greater than the Merger Consideration was entitled to any payment with respect to such cancelled Company Option before or after the Effective Time.
The total consideration paid for the Shares in the Offer and the Merger was approximately $300 million. These amounts exclude fees and expenses related
to the Offer and the Merger. Parent provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all Shares purchased in the Merger.
The foregoing description of the Merger Agreement and the 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 the Current Report on
Form 8-K
filed by the Company with the SEC on February 21, 2019 and is incorporated
herein by reference.