The following information was included in a Current Report on Form
8-K filed with the Securities and Exchange Commission by AVEO Pharmaceuticals, Inc. on December 2, 2022:
As
previously disclosed, on October 18, 2022, AVEO Pharmaceuticals, Inc., a Delaware corporation (AVEO), entered into an Agreement and Plan of Merger (the Merger Agreement) with LG Chem, Ltd., a corporation organized and
existing under the laws of the Republic of Korea (LG Chem), and Acacia Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of LG Chem (Merger Sub), pursuant to and subject to the terms and conditions
of which Merger Sub will be merged with and into AVEO, with AVEO surviving the merger as an indirect wholly owned subsidiary of LG Chem (the Merger).
Also as previously disclosed, the special meeting of AVEOs stockholders to vote on a proposal to adopt the Merger Agreement is currently scheduled for
January 5, 2023 (the Special Meeting).
The consummation of the Merger is conditioned upon, among other things, (i) the expiration
or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) and (ii) clearance of the Merger by the Committee on Foreign
Investment in the United States (CFIUS).
Effective as of 11:59 p.m. Eastern Time on December 1, 2022, the waiting period under the
HSR Act expired with respect to the Merger. Also on December 1, 2022, each of AVEO and LG Chem received a notice from CFIUS indicating that the joint voluntary notice submitted by AVEO and LG Chem on November 25, 2022 has been accepted for
review, with December 1, 2022 constituting the first day of the 45-day initial review period, which will expire on January 17, 2023.
AVEO and
LG Chem anticipate that the Merger will be consummated pursuant to the Merger Agreement following the satisfaction or waiver of the other conditions set forth in the Merger Agreement, including receipt of the required approval of AVEOs
stockholders at the Special Meeting and clearance of the Merger by CFIUS.
Additional Information
This report may be deemed solicitation material in respect of the proposed acquisition of AVEO by LG Chem. On November 25, 2022, AVEO filed with the
Securities and Exchange Commission (SEC) a definitive proxy statement and has filed or may file with the SEC other relevant documents with respect to a special meeting of the stockholders of AVEO to approve the proposed Merger. Investors
of AVEO are urged to read the definitive proxy statement and other relevant materials carefully and in their entirety because they do or will, when filed, contain important information about AVEO, LG Chem and the proposed Merger. Investors may
obtain a free copy of these materials and other documents filed by AVEO with the SEC at the SECs website at www.sec.gov, at AVEOs website at www.aveooncology.com or by sending a written request to AVEO at 30 Winter Street, Boston,
Massachusetts 02108. The information contained on, or accessible through, AVEOs website is not incorporated by reference into this Form 8-K, and you should not consider any information contained in, or
that can be accessed through, AVEOs website as part of this Form 8-K or in deciding whether to support the approval of the proposed Merger. AVEO has included its website in this Form 8-K solely as an inactive textual reference.
Participants in the Solicitation
AVEO and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from
AVEOs stockholders in connection with the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of AVEOs stockholders in connection with the proposed
Merger is set forth in AVEOs definitive proxy statement for its special stockholders meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed Merger may be set forth in
subsequent documents to be filed with the SEC and which can be obtained free of charge from the sources indicated above.
Cautionary Note Regarding
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve substantial risks and uncertainties. These forward-looking statements generally include statements that are predictive in nature and depend on or refer to future events or conditions, and include words such as
expect, anticipate, outlook, could, target, project, intend, plan, believe, seek, estimate, should,
may, assume and continue as well as variations of such words and similar expressions. By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend