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): November 17, 2023
MIRATI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35921
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46-2693615
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(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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3545 Cray Court, San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 332-3410
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock
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MRTX
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other
Events.
As previously disclosed, on October 8, 2023, Mirati Therapeutics, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bristol-Myers Squibb Company, a Delaware
corporation (“Parent”), and Vineyard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly owned subsidiary of Parent.
Consummation of the Merger is subject to customary closing conditions, including, among others, the expiration or termination of any
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of any clearances or affirmative
approvals required by antitrust authorities in certain other jurisdictions and the expiration or termination of any mandatory waiting period related thereto.
On November 17, 2023, the Company and Parent each filed a Premerger Notification and Report Form under the HSR Act with the Antitrust
Division of the U.S. Department of Justice and the U.S. Federal Trade Commission in connection with the Merger. The required waiting period under the HSR Act for the Merger will expire at 11:59 p.m., Eastern Time on December 18, 2023, unless such
period is terminated earlier or extended. Parent has also made filings with antitrust authorities in other jurisdictions as required under the Merger Agreement.
The parties expect the Merger to close by the first half of 2024, subject to the satisfaction or waiver of the closing conditions set forth
in the Merger Agreement, including, among others, the approval of the Merger by the Company’s stockholders. As previously announced, the Company has scheduled the special meeting of stockholders for December 13, 2023 to vote on the proposed Merger.
For more information about the proposed transaction, including the Merger Agreement, the Merger and the special meeting of the Company’s
stockholders, please see the Definitive Proxy Statement filed with the SEC by the Company on November 2, 2023.
Additional Information and Where to Find it
In connection with the proposed acquisition of the Company by
Parent, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on November 2, 2023. The definitive proxy statement and proxy card will be delivered to the stockholders of the Company in advance of the special meeting relating to the proposed
acquisition. This communication is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS
ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL CONTAIN, AS APPLICABLE, IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE
PARTIES TO THE PROPOSED ACQUISITION. Investors and security holders can obtain a free copy of the definitive proxy statement, and will be able to obtain such other documents containing important information about the Company once such documents are
filed with the SEC, through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge at its website at www.ir.mirati.com copies of materials it files with, or furnishes to, the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the proposed acquisition of the Company by Parent. These statements may be identified by the fact
they use words such as “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will” and other words and terms of similar meaning and expression in connection with any discussion
of future operating or financial performance, although not all forward-looking statements contain such terms. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. These statements are
only predictions, and such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to
differ materially from current expectations. No forward-looking statement can be guaranteed. Actual results may differ materially from current expectations because of numerous risks and uncertainties including those inherent in the process of
discovering, developing and commercializing medicines that are safe and effective for use as human therapeutics, those inherent in the endeavor of building a business around such medicines and those related to the proposed acquisition of the
Company by Parent, including with respect to (i) the approval of the Company’s stockholders for the proposed acquisition (which may be delayed or may not be obtained), (ii) whether the contingent consideration will become payable, (iii) the risk
that the expected benefits or synergies of the acquisition will not be realized, (iv) the risk that legal proceedings may be instituted related to the merger agreement, (v) any competing offers or acquisition proposals for the Company, (vi) the
possibility that various conditions to the consummation of the acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the acquisition, and (vii) unanticipated
difficulties or expenditures relating to the proposed acquisition, the response of business partners and competitors to the announcement of the proposed acquisition and/or potential difficulties in employee retention as a result of the announcement
and pendency of the proposed acquisition. Forward-looking statements in this communication should be evaluated together with the many uncertainties that affect the Company’s business, particularly those identified in the cautionary factors
discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (which is available at the SEC’s website (www.sec.gov)),
as well as other documents that may be filed by the Company with the SEC from time to time. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
The forward-looking statements made in this communication relate only to events as of the date on which the statements are made.
Participants in the Solicitation
The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. The Company’s stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including
the interests of the Company’s directors and executive officers in the transaction, which may be different than those of the Company’s stockholders generally, by reading the proxy statement and any other relevant documents that are filed or will be
filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
SIGNATURES
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.
Date: November 24, 2023
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Mirati Therapeutics, Inc. |
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By: |
/s/ John B. Moriarty, Jr
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John B. Moriarty, Jr |
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Chief Legal Officer & Corporate Secretary |