UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Aerie Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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Fee paid previously with preliminary materials.
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25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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This Schedule 14A filing consists of slides that were presented at
an employee meeting for Aerie Pharmaceuticals, Inc., a Delaware
corporation (the “Company” or “Aerie”),
on August 23, 2022, relating to the Agreement and Plan of
Merger, dated August 22, 2022, by and among the Company, Alcon
Research LLC, a Delaware limited liability company
(“Parent”) and Lyon Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (the
“Merger Agreement”).
August 23,
2022 Discussion Outline/FAQ
Disclaimer
This presentation contains forward-looking statements for purposes
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. We may, in some cases, use terms such as
“predicts,” “believes,” “potential,” “proposed,” “continue,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should,” “exploring,” “pursuing” or
other words that convey uncertainty of future events or outcomes to
identify these forward-looking statements. Forward-looking
statements in this presentation include statements regarding our
intentions, beliefs, projections, outlook, analyses or current
expectations concerning, among other things, the proposed
transaction between Aerie Pharmaceuticals, Inc. (“Aerie” or the
“Company”) and Alcon, including, but not limited to, statements
regarding the expected benefits of the proposed transaction and the
anticipated timing of the proposed transaction, strategies,
objectives and the products and markets of each company. Aerie’s
actual results could differ materially from those stated or implied
in forward-looking statements due to a number of factors, including
but not limited to: (i) risks associated with the timing of
the closing of the Merger, including the risks that the proposed
transactions may not be completed on 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 Aerie 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 Arbor 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; (vii) the
outcome of any legal proceedings that may be instituted against
Arbor or against the Company related to the Merger Agreement or the
proposed transaction; and (viii) those risks detailed in
Aerie’s most recent Annual Report on Form 10-K and
subsequent quarterly reports filed on Form 10-Q with the
SEC, as well as other documents that may be filed by Aerie from
time to time with the SEC. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events, competitive dynamics, industry change and other factors
beyond our control, and depend on regulatory approvals and economic
and other environmental circumstances that may or may not occur in
the future or may occur on longer or shorter timelines than
anticipated. We discuss many of these risks in greater detail under
the heading “Risk Factors” in the quarterly and annual reports that
we file with the SEC. Forward-looking statements are not guarantees
of future performance and our actual results of operations,
financial condition and liquidity, and the development of the
industry in which we operate may differ materially from the
forward-looking statements contained in this presentation. Any
forward-looking statements that we make in this presentation speak
only as of the date of this presentation. We assume no obligation
to update our forward-looking statements whether as a result of new
information, future events or otherwise, after the date of this
presentation.
What was
announced last night, August 22, 2022? Last night, Aerie
Pharmaceuticals announced that it has entered into a definitive
Agreement and Plan of Merger (the “merger agreement”) pursuant to
which Aerie will be acquired by Alcon in an all-cash transaction.
Both Boards have approved the deal. When the transaction closes,
Aerie will become a wholly-owned subsidiary of Alcon. You can find
a copy of the press release on the Alcon website at
https://investor.alcon.com/news-and-events/press-releases/default.aspx
Announcement (1 of 2)
What is
the value of the transaction? The equity value is $770 million
based on the $15.25/share offer price. This includes all
outstanding RSAs and RSUs and all outstanding in-the-money Stock
Options and SARs cashed out at the in-the-money value. All unvested
awards are accelerated The enterprise value is approximately $900
million, which includes the $316.25 million convert and $184.4
million cash as of June 30, 2022. Announcement (2 of 2)
Who is
Alcon ?
Who is
Alcon ?
Who is
Alcon ?
What is
the rationale for Aerie to be acquired by Alcon? Our Board
determined that Alcon’s offer is in the best interest of the
Company and shareholders Being part of Alcon increases and
strengthens opportunities to access expanded resources and greater
capital, contributing to a speedier realization of Aerie’s product
potential while also mitigating business risks Alcon is in the
process of building out their pharmaceutical division. Aerie is a
natural fit. Our strong commercial franchise, high potential
product pipeline, innovative R&D organization and first-class
manufacturing operation provide the right foundation for building
out a successful pharma division within Alcon. Deal Rationale and
Timing (1 of 2)
What is
the timing of the proposed transaction? The merger agreement was
signed on August 22, 2022, and the closing is expected to occur
during the fourth quarter of 2022. The transaction is subject to
the approval of Aerie’s stockholders, anti-trust clearance by the
Federal Trade Commission (“FTC”) and other customary closing
conditions. Deal Rationale and Timing (2 of 2)
What is
the difference between deal signing and deal closing? Deal Signing
means that both parties, Aerie and Alcon, have signed a definitive
merger agreement that reflects the terms of the proposed
transaction, the arrangements between the parties for the period
between signing and closing, including how Aerie may conduct its
business, and the requirements for the transaction to close. Deal
Closing is when the proposed transaction is consummated, i.e.
Aerie’s stockholders will receive $15.25 per share in cash per the
deal terms and Aerie will be merged into Alcon. Deal Closing occurs
shortly after regulatory approvals and an Aerie shareholder vote in
favor of the transaction. Deal Overview and Activities (1 of
2)
What
activities must occur between Deal Signing and Deal Closing? It is
important to note that between Deal Signing and Deal Closing, Aerie
and Alcon (”the Parties”) will continue to operate as separate,
independent companies subject to the interim operating covenants
set forth in the merger agreement. Until closing, it is “business
as usual” at both companies. Following the announcement of this
transaction, the Parties will work together to file a proxy
statement that will describe the material terms of the transaction
and solicit a vote from Aerie’s stockholders. The transaction also
must be reviewed and approved by the Federal Trade Commission
(“FTC”). Once the proxy statement has been reviewed by, or Aerie
has been notified that it will not be reviewed by, the U.S.
Securities and Exchange Commission (”SEC”), and assuming all FTC
conditions are met, Aerie will call a stockholder meeting to
approve the proposed transaction. Deal Overview and Activities (2
of 2)
What will
happen to Aerie? Upon closing of the transaction, Aerie’s business
and operations will be integrated into those of Alcon Alcon’s
strong global commercial infrastructure and the build out of its
pharma division will be further enhanced by Aerie’s strong U.S.
commercial franchise, high potential product pipeline, innovative
R&D organization and first-class manufacturing operation.
Organization (1 of 2)
Who will
manage integration planning? Aerie’s management team will
collaborate with Alcon during the pre-closing integration planning
period to ensure a smooth transition. We will provide more
information in the coming weeks. Organization (2 of 2)
What will
happen to Aerie’s commercial organization? This is a critical time
for Aerie and we must maintain the focus and the momentum for
patients and support for one another. We are all committed to
operating in the ordinary course as an independent legal entity
until closing. The transaction is intended to leverage Alcon’s
proven commercial execution ability, global infrastructure and to
accelerate the growth of Aerie’s glaucoma franchise and ensure
successful launches of our growing pipeline of product candidates,
if successfully developed and approved. We believe that our talent
and the products we have developed in our commercial organization
will complement Alcon’s existing commercial platform. Programs and
Platforms (1 of 3)
What will
happen to Aerie’s R&D and clinical development programs?
Following closing, the combined organization is expected to have
the financial strength to develop and maximize the potential for
AR-15512, AR-1105, AR-14034 and other early development programs
leveraging Aerie’s PRINT technology platform. What will happen to
Aerie’s R&D and clinical development organization? Aerie’s
R&D and clinical development organizations will be important to
Alcon as it seeks to maximize the potential of Aerie’s pipeline
assets and scientific resources Alcon has substantial resources and
a track record of delivering first-in-class innovations. Aerie’s
R&D and clinical development organizations will add significant
capabilities to strengthen Alcon’s nascent pharma research division
Programs and Platforms (2 of 3)
During
this process, will we continue to progress preparations for the
initiation of COMET-4? Yes. During this process, will we continue
the pre-IND activities for AR-14034? Yes. Programs and Platforms (3
of 3)
What is
Alcon’s culture like? Will Aerie’s culture change? Like Aerie,
Alcon shares common core beliefs: an unwavering commitment to their
patients, employees, and stakeholders a passion to deliver
innovative treatments to patients in need and ingenuity in
execution and a sense of urgency While changes may be inevitable,
we are confident that there are substantial shared values between
our organizations and we look forward to the integration of the two
companies. Employee Impact (1 of 4)
What
should I be doing between now and deal close? In general, it will
be “business as usual” and both companies remain independent
through the closing. Every one of us should continue working toward
the corporate and individual goals that we have set for 2022 and
beyond. At times, employees may be called upon to participate in
certain aspects of integration planning. In certain instances,
detailed in the definitive agreement, Aerie’s activities may
require review with Alcon, in which case the finance and legal
teams will coordinate. Employee Impact (2 of 4)
Will there
be a restructuring or reduction in force? We will continue to
operate as separate companies until the deal has closed, which is
expected to occur in 4th quarter of 2022. As the integration plans
materialize, we anticipate that both retention and severance plans
will be determined. Employee Impact (3 of 4)
How will
the acquisition affect compensation, benefits, and planned PTO? As
noted, between deal signing and closing, Aerie and Alcon will
continue to operate as separate companies subject to the interim
operating covenants set forth in the merger agreement. This means
that your current terms of employment as set out in your offer
letters (and for ex-US employees contracts of employment) remain
unchanged between deal signing and closing This includes working
arrangements and everything pertaining to your benefit package This
also means you should take your vacations as planned Employee
Impact (4 of 4)
Can
employees talk about the proposed business combination publicly?
Employees are free to discuss the transaction using only the
publicly available information provided by Aerie. All inquiries
about the acquisition from the media or other external parties
should be directed to the CEO, CFO and General Counsel. Public
Communications (1 of 3)
Can we
reach out to our new colleagues at Alcon? What if we are contacted
by them? Not yet. Until the transaction closes, you should not
reach out to employees at Alcon for any reason due to regulatory
requirements. For the time being, Alcon is a separate company and
we should operate accordingly. If you have any questions, feel free
to contact Legal. Is it ok to accept a contact request on
LinkedIn/other social media from someone at Alcon? Not yet. We will
inform you when it is possible to do so. Until the transaction
closes, you should not engage with employees at Alcon for any
reason due to regulatory requirements. Public Communications (2 of
3)
What
should employees tell customers, partners, suppliers and others who
ask about the transaction? Until the transaction closes, it is
important to be clear with customers, partners, suppliers and other
third parties that Aerie and Alcon are two separate companies and
that their relationships with Aerie will remain unchanged. If there
are any questions about the transaction, please let them know that
you are not in a position to respond and you will take their
information and have someone from Aerie get back to them. Please
notify your manager in the first instance or Aerie’s General
Counsel, John LaRocca (***@aeriepharma.com) to determine the best
course of action. Public Communications (3 of 3)
How will
the acquisition affect employee equity and stock options?
Restricted Stock Awards (“RSAs”): At deal closing, all outstanding
(vested and unvested) Aerie RSAs will accelerate and be paid out at
the $15.25 cash price per share and cancelled concurrently.
Restricted Stock Units (“RSUs”): At deal closing, all outstanding
(vested and unvested) Aerie RSUs will be entitled to a cash payment
equal to the product of the Merger Considerations ($15.25) and
total number of shares subject to such RSU. Stock Appreciation
Rights (SARs): For the commercial team with SARs: They are treated
similarly to options. At deal closing, outstanding vested and
unvested SARs will accelerate; the SARs with exercise prices equal
to or less than $15.25 will be paid out in cash equal to the
in-the-money value. All SARs will be cancelled. Equity and Trading
Restrictions (1 of 4)
Stock
Options: At deal closing, outstanding vested and unvested Aerie
stock options will accelerate; the options with exercise prices
equal to or less than $15.25 will be paid out in cash equal to the
in-the-money value. All options will be cancelled. Equity and
Trading Restrictions (2 of 4)
What will
happen to the Aerie stock in my 401(k) and company match between
now and deal closing? Between now and when the deal closes, your
normal 401(k) contributions will continue to be withheld through
payroll. Your contributions and the company match will continue to
be deposited into your account with Fidelity. You will be able to
adjust your contributions and manage your investments as you
normally do. What will happen to the Aerie stock in my 401(k) and
company match as of the deal closing? As of the deal closing, your
401(k) account will remain intact and individuals may roll them
over into IRAs or have the accounts transferred to Alcon’s plan.
You will be provided with more information on this subject as soon
as is possible after the closing. Equity and Trading Restrictions
(3 of 4)
Can I
trade in Aerie and Alcon stock? No Aerie insider should seek to
transact in either Aerie securities or Alcon securities without
first pre-clearing that activity with Aerie’s General Counsel.
Equity and Trading Restrictions (4 of 4)
As we
enter this period of transition for Aerie, we appreciate that you
may have many additional questions. We are committed to keeping you
as informed as we can during this process. Please reach out to your
line manager with any questions. Also, we will keep this
“Frequently Asked Questions” document updated during the process,
as appropriate. In the coming days, this information will be posted
on the HR Intranet site and updated as new “Frequently Asked
Questions” become available. General Communication
Last
night, Aerie Pharmaceuticals announced that it has entered into a
definitive merger agreement pursuant to which Aerie will be
acquired by Alcon in an all-cash transaction for $15.25 per share
The transaction is expected to close in the fourth quarter of 2022
Aerie and Alcon will continue to operate as two stand alone
companies up to the closing of the transaction and it is business
as usual until then We must maintain focus on key deliverables for
2022 and beyond Information will be shared as it becomes available
Please do not answer questions from the press but refer them to
your Manager in the first instance or email Aerie’s General
Counsel, John LaRocca (***@aeriepharma.com) Key Take
Aways
General
Counsel: Aerie’s General Counsel, John LaRocca, ***@aeriepharma.com
HR: Aerie’s VP Human Resources, Wanda Francies, ***@aeriepharma.com
Contact for 401(k) questions: Member.Support@MarshMMA.com or Sue
Kreiss, ***@aeriepharma.com HR Intranet link:
https://aeriepharma.sharepoint.com/sites/HumanResources Key
Contacts/Resources
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.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be
filing documents with the SEC, including preliminary and definitive
proxy statements relating to the proposed transaction. The
definitive proxy statement will be mailed or otherwise made
available to the Company’s stockholders in connection with the
proposed transaction. This communication is not a substitute for
the proxy statement or any other document that may be filed by the
Company with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND
DEFINITIVE PROXY STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Any vote in respect of resolutions to be
proposed at the Company’s stockholder meeting to approve the
proposed transaction or other responses in relation to the proposed
transaction should be made only on the basis of the information
contained in the Company’s proxy statement. Investors and security
holders may obtain free copies of these documents (when they are
available) and other related documents filed with the SEC at the
SEC’s website at www.sec.gov or on the Company’s website at
www.aeriepharma.com.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the Company’s directors and executive officers, including
a description of their direct interests, by security holdings or
otherwise, is contained in the Company’s proxy statement for its
2022 annual meeting of stockholders, which was filed with the SEC
on April 26, 2022. Company 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
directors and executive officers in the transaction, which may be
different than those of the Company stockholders generally, by
reading the definitive proxy statement and any other relevant
documents that are filed or that will be filed with the SEC
relating to the transaction. Information regarding the Company’s
directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained
in the Company’s proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on April 26, 2022.
These documents are available free of charge at the SEC’s website
at www.sec.gov and on Company’s website at
www.investors.aeriepharma.com.
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