Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement Related to Sale of Protein Detection Business Segment
On September 2, 2021, Maravai LifeSciences Holdings, Inc. (the “Company”), together with certain of its affiliated entities, entered into Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 5, 2021, with respect to, and in connection with the closing of the sale of Vector Laboratories, Inc., the Company’s Protein Detection business segment, to Voyager Group Holdings, Inc., an entity affiliated with Thompson Street Capital Partners VI, L.P.
The amendment (i) provides for upward adjustment to components of the calculation of purchase price adjustments with respect to certain payments made prior to closing with respect to Vector Laboratories, Inc.’s planned facility relocation, (ii) excludes certain accounts payable balances from the calculation of components of purchase price adjustments with respect to certain approved contracts, and (iii) provides that the parties shall treat September 2, 2021 as the closing date for all economic and other purposes to the fullest extent permitted by law even if the effective date of the merger as determined by California law is subsequently determined to be a later date due to processing delays by the Secretary of State of the State of California.
The foregoing description of Amendment No. 1 to the Agreement and Plan of Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Agreement and Plan of Merger, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Amendment to Pfizer and BioNTech Supply Agreement
On September 3, 2021, TriLink Biotechnologies, LLC, a subsidiary and part of the Company’s Nucleic Acid Production Business, entered into Amendment No. 1, with an effective date of June 6, 2021 to its Supply Agreement, dated as of October 9, 2020, with Pfizer Inc. and BioNTech SE. The amendment modifies certain billing, pricing and payment terms, including a shift to invoicing based on product shipment instead of the previous milestone-based invoicing terms.
The foregoing description of Amendment No. 1 to the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Supply Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.