Item 2.01
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Completion of Acquisition or Disposition of Assets
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As previously disclosed, on
October 2, 2017, Ultragenyx Pharmaceutical Inc. (the Company or Ultragenyx) entered into an Agreement and Plan of Merger (the Merger Agreement) with Dimension Therapeutics, Inc. (Dimension) and
Mystic River Merger Sub Inc., a wholly-owned subsidiary of the Company (Purchaser).
Pursuant to the Merger Agreement, and
upon the terms and subject to the conditions described in the Offer to Purchase dated October 10, 2017 (together with any amendments or supplements thereto, the Offer to Purchase) and in the accompanying Letter of Transmittal
(together with any amendments thereto, the Letter of Transmittal, and with the Offer to Purchase, the Offer), the Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of common stock, par
value $0.0001 per share (the Shares) of Dimension at a price of $6.00 per Share, net to the holder in cash, without interest (the Offer Price). The Offer expired one minute after 11:59 P.M. Eastern Time on November 6,
2017. American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the Depositary), advised the Company, Purchaser, and Dimension that, as of the expiration of the Offer, a total of 21,947,871 Shares were
tendered into the Offer, representing approximately 86.5% of the Shares to which the Offer was extended. Because the Shares validly tendered and not validly withdrawn constituted a majority of the outstanding shares entitled to vote, the minimum
tender condition for the Offer was satisfied. All other conditions to the Offer were also satisfied as of the expiration of the Offer. As such, on November 7, 2017, the funds to pay for the Shares tendered in the Offer were deposited with the
American Stock Transfer & Trust Company, LLC, the paying agent for the Offer (the Paying Agent), which will act as agent for tendering Dimension stockholders for the purposes of receiving payments for tendered Shares and
transmitting payments to tendering Dimension stockholders, in accordance with the terms of the Offer.
Following completion of the Offer
and satisfaction of all other conditions set forth in the Merger Agreement, and upon the filing of a certificate of merger with the Secretary of State of the State of Delaware on November 7, 2017 in accordance with the General Corporation Law
of the State of Delaware (the Effective Time), the Company completed the acquisition of Dimension (the Merger). Following the Effective Time, the separate corporate existence of Purchaser ceased to exist, and Dimension became
the surviving corporation, a wholly-owned subsidiary of the Company.
Upon the closing of the Merger, the Company paid the aggregate
consideration of approximately $152.3 million, not including related transaction fees and expenses. The Company provided the Purchaser with the funds necessary to complete the Offer and Merger in accordance with the Merger Agreement. The Company
funded these payments with available cash on hand.
The foregoing description of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form
8-K
filed by the Company with the Securities and
Exchange Commission on October 3, 2017, which is incorporated herein by reference.
On November 7, 2017, the Company issued a
press release announcing the completion of the Merger. A copy of the press release is filed herewith as Exhibit 99.1.