| Item 7.01. |
Regulation FD Disclosure.
|
On August 22, 2022, Aerie Pharmaceuticals, Inc. (the
“Company”) entered into an
Agreement and Plan of Merger (the “Merger
Agreement”) with Alcon Research, LLC, a Delaware
limited liability company (“Parent”), and Lyon Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of Parent
(“Merger Sub”). The Merger
Agreement provides, among other things, and subject to the terms
and conditions set forth therein, that Merger Sub will be merged
with and into the Company, with the Company surviving as a wholly
owned subsidiary of Parent. On August 22, 2022, the Company
and Parent issued a joint press release announcing the execution of
the Merger Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference into
this Item 7.01.
The information in this Item 7.01 (including Exhibit 99.1) is being
furnished, not filed, pursuant to Regulation FD. Accordingly, the
information in this Item 7.01 will not be incorporated by reference
into any registration statement filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference. The furnishing
of the information in this Item 7.01 is not intended to, and does
not, constitute a determination or admission by the Company that
this information is material or complete, or that investors should
consider this information before making an investment decision with
respect to any security of the Company.
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this
communication contain certain forward-looking statements within the
meaning of the federal securities laws with respect to the timing
and consummation of the proposed transaction between Parent and the
Company. These forward-looking statements generally are identified
by the words “believe,” “predict,” “target,” “contemplate,”
“potential,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “could,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
communication, including but not limited to: (i) the risk that
the proposed transaction may not be completed in a timely manner or
at all, (ii) the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of
the Merger Agreement by the stockholders of the Company and the
receipt of certain governmental and regulatory approvals,
(iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement, (iv) the effect of the announcement or pendency of
the proposed transaction on the Company’s business relationships,
operating results, and business generally, (v) risks that the
proposed transaction disrupts current plans and operations of the
Company or Parent and potential difficulties in the Company
employee retention as a result of the proposed transaction,
(vi) risks related to diverting management’s attention from
the Company’s ongoing business operations, and (vii) the
outcome of any legal proceedings that may be instituted against
Parent or against the Company related to the Merger Agreement or
the proposed transaction. The risks and uncertainties may be
amplified by economic, market, business or geopolitical conditions
or competition, or changes in such conditions, negatively affecting
the Company’s business, operations and financial performance. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that affect the Company’s business as described in
the “Risk Factors” section of the Company’s Annual Report on Form
10-K, Quarterly Reports on
Form 10-Q and other
documents filed by from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation to, and does not intend to,
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, unless
required by law.