DOVA Dova Pharmaceuticals Inc

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Employment Agreements with Executive Officers

        We have entered into employment agreements with each of our executive officers that provide for severance benefits, as described below. The severance benefits that each executive officer is eligible to receive under his employment agreement are subject to the executive officer timely signing and not revoking a general release of claims in our favor and satisfying certain other conditions set forth in his employment agreement.

        Dr. Allen.    Pursuant to his employment agreement with us, if Dr. Allen is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        Mr. Hahn.    Pursuant to his employment agreement with us, if on or before February 19, 2020, Mr. Hahn is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 6 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 6 months. If after February 19, 2020, Mr. Hahn is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        Mr. Hoitt.    Pursuant to his employment agreement with us, if after December 17, 2019 but on or before December 17, 2020, Mr. Hoitt is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 6 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 6 months. If after December 17, 2020, Mr. Hoitt is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        Dr. Laliberte.    Pursuant to his employment agreement with us, if Dr. Laliberte is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        Dr. Zaccardelli.    Pursuant to his employment agreement with us, if after December 17, 2019 but on or before December 17, 2020, Dr. Zaccardelli is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 6 months of continued "base compensation" (as such term is defined in his employment agreement) and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 6 months. If after December 17, 2020, Dr. Zaccardelli is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 12 months of continued base compensation and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        The definitions of "cause" and "good reason" referenced above are defined in the individual employment agreements with each of the executive officers.

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        The employment agreements with each of our executive officers also provide for "single-trigger" vesting acceleration benefits with respect to one or more of the applicable executive officer's outstanding Dova options and/or Dova RSU Awards. However, under the Merger Agreement, the vesting of all outstanding, unvested Dova options will be fully accelerated and all outstanding Dova options and Dova RSU awards (whether vested or unvested) will be cancelled, in each case, for the right to receive the consideration described above in the sections titled "—Consideration for Dova Options in the Merger—Generally" and "—Consideration for Dova Restricted Stock Units in the Merger—Generally."

Change in Control Severance Benefit Plan

        We previously adopted our Officer Change in Control Severance Benefit Plan (the "CIC Severance Plan"). Pursuant to the CIC Severance Plan, if an executive officer is terminated by us without "cause" or the executive officer resigns for "good reason" (each term, as defined in the CIC Severance Plan) within one month prior to or within 12 months following a "change in control" (as defined in Dova's Amended and Restated 2017 Equity Incentive Plan), such as the Transactions, subject to the executive officer's timely execution and non-revocation of a general release of claims in our favor and certain other conditions, the executive officer will receive the following benefits:

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continuing payments of the executive officer's annual base salary for 12 months (or 18 months in the case of Dr. Zaccardelli);



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a lump-sum cash payment equal to 100% (or 150% in the case of Dr. Zaccardelli) of the executive officer's target bonus;



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payment of premiums for continued health coverage for 12 months (or 18 months in the case of Dr. Zaccardelli); and



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100% acceleration of vesting and exercisability of all unvested equity awards held by such executive officer, and in the case of an equity award with performance-based vesting, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels or, if greater, based on actual performance as of such termination of employment.

        However, to the extent that benefits are payable to an executive officer pursuant to the terms of both his executive employment agreement and the CIC Severance Plan, the benefits under the CIC Severance Plan will be reduced accordingly.

        The CIC Severance Plan also provides that if the excise tax imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, would be applicable to the payments and benefits to be received by an executive officer, then such executive officer will be subject to the "best net" approach, under which he will receive either the full amount of such payments and benefits or the greatest amount of such payments and benefits that will not result in the application of such excise tax, whichever would result in the greatest after-tax amount.

Employee Matters Following Closing

        Sobi has agreed that from and after the Effective Time, Sobi will or will cause the surviving corporation of the Merger (the "Surviving Corporation") to assume and honor all individual severance and employment agreements for each Dova employee employed by Dova as of immediately prior to the Effective Time and who continues to be employed by the Surviving Corporation (or any of its affiliates) during the one-year period following the Effective Time (each, a "continuing employee"). For a period of one year following the Effective Time, Sobi has agreed to provide, or cause to be provided, to each continuing employee during such one-year period base salary and short-term cash incentive compensation opportunities (including bonuses and commission opportunities), each of which is no less favorable than the base salary and short-term cash incentive compensation opportunities provided to

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such continuing employee immediately prior to the Effective Time, and other employee benefits (including severance benefits) that are substantially similar in the aggregate to the employee benefits (including severance benefits) provided to such continuing employee immediately prior to the Effective Time.

        Sobi also has agreed under the Merger Agreement to give each continuing employee service credit for all employee benefit purposes, except to the extent that the foregoing would result in the duplication of benefits or apply to any defined benefit pension plan or post-retirement medical plan. In addition, to the extent that service is relevant for eligibility, vesting or allowances (including paid time off) under any health or welfare benefit plan of Sobi or the Surviving Corporation in which any continuing employee is eligible to participate after the Effective Time, Sobi will (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the continuing employees, to the extent that such conditions, exclusions and waiting periods would not apply under a similar employee benefit plan in which such continuing employees participated prior to the Effective Time and (ii) use reasonable best efforts to ensure that such health or welfare benefit plan will, for purposes of eligibility, vesting, deductibles, co-payments and out-of-pocket maximums and allowances (including paid time off), credit continuing employees for service and amounts paid prior to the Effective Time with Dova to the same extent that such service and amounts paid were recognized prior to the Effective Time under the corresponding health or welfare benefit plan of Dova.

Rule 14d-10(d) Matters

        Prior to the Offer Acceptance Time, the compensation committee of the Dova Board (the "Dova Compensation Committee") will take all such steps as may be required to approve, as an "employment compensation, severance or other employee benefit arrangement" within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Dova or any of its affiliates and any of the current or future officers, directors, employees or other service providers of Dova or any of its subsidiaries that are effective as of the date of the Merger Agreement or are entered into after the date of the Merger Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid or payable to such officer, director, employee or other service provider. In addition, the Dova Compensation Committee will take all other action necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act.

Indemnification and Insurance

        Dova's amended and restated certificate of incorporation and amended and restated bylaws provide that Dova will indemnify the directors and officers of Dova to the fullest extent permitted by the DGCL. In addition, Dova has entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require Dova to indemnify each director and each executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of Dova, arising out of the person's services as a director or executive officer. The form of the indemnification agreement is filed as Exhibit (e)(18) to this Schedule 14D-9 and is herein incorporated by reference.

        Under the Merger Agreement, for six years after the effective time, the Surviving Corporation must indemnify and hold harmless, to the fullest extent permitted under applicable law, each current and former director and executive officer of Dova and its subsidiaries against any losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred in connection with any pending or threatened claims bases on or arising out of, the fact of such person serving as an officer or director Dova or any of its subsidiaries.

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        From and after the Effective Time, the Surviving Corporation is required to maintain, and Sobi shall cause the Surviving Corporation to maintain, in effect, the current policy of directors' and officers' liability insurance for a period of six years after the Effective Time or, at or prior to the Effective Time, Sobi or Dova may (through a nationally recognized insurance broker) purchase a six-year "tail" policy, in each case to cover their acts and omissions occurring prior to the Effective Time; however, in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 300% of the annual premium currently payable by Dova for its directors' and officers' liability insurance prior to the date of the Merger Agreement, and if the cost of such "tail" insurance policy would otherwise exceed such amount, Dova may purchase as much coverage as reasonably practicable for such amount.

Services Agreements with PBM Capital Group, LLC

        Dova has entered into a services agreement (the "Dova services agreement") with PBM Capital Group, LLC, an affiliate of PBM Capital Investments, LLC, an entity controlled by Paul B. Manning, one of Dova's directors, to engage PBM Capital Group, LLC for certain scientific and technical, accounting, operations and back office support services. Pursuant to the Dova services agreement, Dova pays PBM Capital Group, LLC a flat monthly fee of $17,400 per month, effective April 1, 2018. Sobi intends to terminate the Dova services agreement following the closing of the Merger. The Dova services agreement, as amended, is filed as Exhibits (e)(19) and (e)(20) to this Schedule 14D-9 and is herein incorporated by reference.

Section 16 Matters

        Pursuant to the Merger Agreement, prior to or as of the Offer Acceptance Time, Dova and the Dova Board will, to the extent necessary, take appropriate action to approve, for purposes of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition or cancellation of Shares, Dova options and Dova RSU awards in the Transactions by applicable individuals and to cause such dispositions or cancellations to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Item 4.    The Solicitation or Recommendation.

Recommendation of the Dova Board

        At a meeting held on September 29, 2019, after careful consideration, the Dova Board, among other things, unanimously:

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determined that the Merger Agreement and the Transactions, including the Offer and the Merger are advisable and fair to, and in the best interest of, Dova and its stockholders;



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authorized and approved the execution, delivery and performance by Dova of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, upon the terms and subject to the conditions contained in the Merger Agreement; and



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resolved to recommend that Dova's stockholders tender their Shares to Purchaser pursuant to the Offer.

Accordingly, and for the reasons described in more detail below under "—Dova's Reasons for the Offer and the Merger," the Dova Board unanimously recommends that Dova's stockholders tender their Shares to Purchaser pursuant to the Offer.

        A press release, dated September 30, 2019, issued by Dova announcing the Offer, the Merger and the Transactions, is included as Exhibit (a)(5)(A) hereto and is incorporated herein by reference.

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Background of the Offer and the Merger

        The Dova Board and Dova management team regularly consider the long-term strategy of Dova and strategic opportunities to enhance stockholder value, including investments in potential new growth opportunities, acquisitions, licensing arrangements, joint ventures, collaborations and other strategic transactions. In this regard, Dova regularly meets with other biopharmaceutical companies to discuss potential strategic opportunities, including Sobi, who entered into a mutual commercial confidentiality agreement with Dova on January 15, 2018 to facilitate discussions regarding a potential licensing arrangement for Doptelet® (avatrombopag) ("Doptelet") in Europe. In connection with evaluating these possible strategic and other opportunities, from time to time, Dova has retained or had discussions with Jefferies LLC ("Jefferies") and Evercore Group L.L.C. ("Evercore"), which firms historically have acted as outside financial advisors and/or provided capital markets services to Dova.

        On November 7, 2018, the Dova Board held a regularly scheduled meeting with senior management in attendance. Among other matters, the Dova Board discussed commercialization of Doptelet in the United States. The Dova Board also discussed the efforts of Dova's management team with respect to licensing Doptelet outside of the United States ("Ex-US Licenses") to potential strategic partners and reached the consensus that Dova's management team should continue discussions.

        In December 2018, after Dr. David Zaccardelli was appointed as Dova's President and Chief Executive Officer, Dr. Zaccardelli and Mr. Mark Hahn, Dova's Chief Financial Officer, at the direction of the Dova Board, continued Dova's outreach to third parties with respect to Ex-US Licenses and entered into customary, commercial non-disclosure agreements with potential counterparties (including potential strategic partners) in order to facilitate discussions.

        In early January 2019, Dr. Lee Allen, Dova's Chief Medical Officer, and Mr. Hahn, met in person with representatives of Party A to discuss a potential licensing arrangement for the commercialization of Doptelet in Europe. During the course of these discussions, Party A indicated that it may be interested in a global strategic partnership with Dova. No economic terms were proposed with respect to a licensing arrangement or other strategic partnership. Promptly following these discussions, Dr. Zaccardelli reported Party A's potential interest in a global strategic partnership to members of the Dova Board.

        On January 31, 2019, Dr. Kevin Laliberte, Dova's Senior Vice President, Product Development, and Mr. Hahn had a conversation with representatives of Sobi regarding Sobi's potential interest in a European license of Doptelet.

        On February 5, 2019, the Dova Board held a regularly scheduled meeting with senior management in attendance. At this meeting, Dr. Zaccardelli and Mr. Hahn provided an update on discussions with Party A. Mr. Hahn also provided the Dova Board with an overview of other potential licensing arrangements being actively considered, including a European license of Doptelet with Sobi. The Dova Board directed Dova's management team to continue to pursue discussions with potential strategic partners regarding Ex-US Licenses.

        Between the February 5, 2019 meeting of the Dova Board and the next regularly scheduled meeting on May 2, 2019, Dr. Zaccardelli and Mr. Hahn continued to have high-level discussions with potential strategic partners regarding potential Ex-US Licenses. Although some of these parties had expressed interest in learning more about the Doptelet program, none of these potential strategic partners indicated interest in a strategic combination with Dova.

        Later in February 2019, following Party A's preliminary discussions with Dova, representatives of Party A informed Mr. Hahn that Party A was no longer interested in exploring either a licensing arrangement or a global strategic partnership with Dova because of a recent change in its own internal strategic priorities.

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        On May 2, 2019, the Dova Board held a regularly scheduled meeting with senior management in attendance. The Dova Board also invited Dova's outside legal and financial advisors to attend the meeting in connection with the Dova Board's consideration of certain strategic matters. At this meeting, as requested by the Dova Board, in connection with market conditions and pending U.S. Food and Drug Administration ("FDA") action, representatives of Cooley LLP ("Cooley"), outside legal counsel to Dova, provided an overview of the fiduciary duties of directors in the context of an acquisition, including an unsolicited acquisition proposal, if one were to be received. In addition, Jefferies provided the Dova Board with a market overview, including capital markets and merger and acquisitions trends. Mr. Hahn provided an update on discussions that Dova's management team had with potential Ex-US License partners since the last meeting of the Dova Board. After representatives of Jefferies left the meeting, the Dova Board discussed Dova's ongoing strategy. The Dova Board reached the consensus that Dova could become an attractive acquisition target in the event of an FDA approval of Doptelet for chronic immune thrombocytopenia in adult patients who have had an insufficient response to a previous treatment ("ITP"). In light of this discussion, the Dova Board continued to support management's engagement with potential strategic partners with respect to Ex-US Licenses, and also directed Dova's management to inform the Dova Board if any of these potential strategic partners indicated interest in a strategic combination with Dova.

        Between the May 2, 2019 meeting of the Dova Board and the next regularly scheduled meeting on July 30, 2019, Dr. Zaccardelli and Mr. Hahn continued to have high-level discussions with potential strategic partners regarding the commercialization of Doptelet in various regions outside of the United States. At the direction of the Dova Board, Dr. Zaccardelli and Mr. Hahn sought to evaluate any additional interest in other strategic opportunities with Dova but, at the Dova Board's direction, did not specifically propose a strategic combination to these potential strategic partners. In connection with these discussions, none of these potential strategic partners disclosed any interest in a strategic combination with Dova.

        On June 26, 2019, Dova received FDA approval for Doptelet for the treatment of ITP.

        At the end of June 2019, at the direction of the Dova Board, Dr. Zaccardelli and Mr. Hahn began to work with representatives of Jefferies to identify and contact third parties that might have strategic interest in the Doptelet program. In mid-July, Dr. Zaccardelli and Mr. Hahn also spoke with representatives of Evercore with respect to the same objective. From the end of June through September 29, 2019 (the last day prior to the announcement of the execution of the Merger Agreement), in accordance with the directives of the Dova Board, representatives of Jefferies contacted 17 parties and representatives of Evercore contacted 11 additional parties, on behalf of Dova, to solicit such parties' potential interest in a strategic opportunity involving the Doptelet program. As set forth in more detail below, five of the parties contacted ultimately conveyed interest in a strategic combination with Dova.

        On July 10, 2019, Mr. Hahn had a telephonic conversation with Mahmood Ladha, Senior Advisor to the Chief Executive Officer of Sobi, and Dr. Daniel Rankin, Head of Corporate Development for Sobi, regarding Sobi's interest in an Ex-US License in Europe. Representatives of Sobi suggested an in person meeting to learn more about the Doptelet program.

        On July 29, 2019, Mr. Ladha and Dr. Rankin of Sobi met with Dr. Zaccardelli, Mr. Hahn, Dr. Laliberte and Mr. Jason Hoitt, Dova's Chief Commercial Officer, at Dova's headquarters in Durham, North Carolina to learn more about the Doptelet program. In the course of those discussions, Dova's representatives provided Sobi's representatives with an overview of Dova's business and its efforts to commercialize Doptelet. The parties did not exchange any non-public information or discuss a potential strategic combination.

        Also on July 29, 2019, at the direction of Dova's management representatives of Evercore spoke with representatives of Party B regarding Party B's potential interest in the Doptelet program.

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Representatives of Party B confirmed Party B's potential interest in a transaction with their primary focus being a potential Ex-US License. Party B's representatives indicated that Party B would need to do more work internally to more fully assess their level of interest.

        On July 30, 2019, the Dova Board held a regularly scheduled meeting with representatives of senior management, Cooley and Jefferies in attendance. At this meeting, Mr. Hahn provided an update on the management team's discussions with potential Ex-US License partners since the last meeting and Jefferies provided an update to the Dova Board with respect to the additional potential strategic partners that it had contacted at Dova's request. After the update, the representatives of Jefferies left the meeting and the Dova Board discussed the potential Ex-US Licenses that Dova's management team had been exploring with strategic partners, as well as the likely interest that certain strategic partners may have in a strategic combination with Dova as a result of the FDA's approval of Doptelet for ITP. The Dova Board directed management to continue to work with Dova's outside financial advisors to identify potential strategic partners for an Ex-US License arrangement and further authorized Dova's management team to work with the financial advisors to identify and engage with third parties that may have an interest in a strategic combination with Dova.

        On August 1, 2019, representatives of Party C spoke with representatives of Jefferies regarding interest in meeting with Dova's management team to discuss the Doptelet program. Representatives of Party C also indicated interest in a potential strategic combination with Dova in which Party C would acquire Dova for an upfront cash payment and an additional cash payment that would be contingent upon the approval of Doptelet for use in chemotherapy-induced thrombocytopenia ("CIT").

        On August 2, 2019, at the direction of Dova's management, representatives of Evercore spoke with representatives of Party A to confirm any renewed interest in a licensing arrangement or other strategic transaction with Dova. Representatives of Party A advised representatives of Evercore that they would need time to discuss the opportunity internally.

        On August 5, 2019, in accordance with the directives of the Dova Board, representatives of Jefferies contacted representatives of Party D to discuss Party D's interest in a potential licensing arrangement or other strategic transaction with Dova. Representatives of Party D confirmed Party D's interest in a strategic transaction with Dova, and arranged a meeting with Dova's management team to learn more about the Doptelet program.

        On August 13, 2019, Dr. Zaccardelli, Dr. Laliberte, Mr. Hoitt and Mr. Hahn had a telephonic discussion with representatives of Party C to provide Party C with an overview of Dova's business and its efforts to commercialize Doptelet. Dova's representatives did not provide any non-public information to Party C or engage in any discussions with respect to any terms of any potential strategic combination.

        On August 14, 2019, Dr. Zaccardelli and Mr. Hahn met in person with Mr. Ladha, Dr. Rankin, Mr. Guido Oelkers, Chief Executive Officer of Sobi, and Henrik Stenqvist, Chief Financial Officer of Sobi. At that meeting, Sobi's representatives informed Dova's representatives of Sobi's interest in an acquisition of Dova. Dr. Zaccardelli promptly reported Sobi's interest to members of the Dova Board.

        On August 15, 2019, Sobi submitted a non-binding proposal to Dova, proposing to acquire all outstanding shares of Dova common stock for $23.00 per Share in cash.

        Also on August 15, 2019, Dr. Zaccardelli, Mr. Hahn, Dr. Laliberte and Mr. Hoitt had a telephonic discussion with representatives of Party D to provide Party D with an overview of Dova's business and its efforts to commercialize Doptelet. Dova's representatives did not provide any non-public information to Party D or engage in any discussions with respect to any terms of any potential strategic combination.

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        On August 16, 2019, Dova entered into a confidentiality agreement with Party C to facilitate Party C's due diligence investigations. The terms of the confidentiality agreement include customary standstill provisions with a "fallaway" or other similar provision that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respect of a strategic combination. Over the course of the next several weeks, Party C conducted its due diligence investigations, which included discussions with Dova's management team.

        On August 18, 2019, representatives of Cooley and representatives of Cravath, Swaine & Moore LLP ("Cravath"), outside legal counsel to Sobi, discussed the terms of a new confidentiality agreement specific to a potential transaction to be entered into between Sobi and Dova, rather than relying on the existing commercial confidentiality agreement between the companies. During the course of the conversation, representatives of Cravath told representatives of Cooley that Sobi would expect certain stockholders of Dova, including Paul Manning, to commit to vote or tender their shares in a transaction.

        On August 19, 2019, Dova entered into a confidentiality agreement with Sobi specific to a potential transaction to facilitate Sobi's due diligence investigations. The terms of the Confidentiality Agreement include customary standstill provisions with a "fallaway" that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respect of a strategic combination. From August 19 through the end of September, Sobi conducted its due diligence investigations, which included discussions with Dova's management team. As Sobi was conducting its due diligence review, Mr. Ladha and other representatives of Sobi had periodic conversations with Jefferies regarding Sobi's desired timetable, including Sobi's desire to finalize a transaction by the end of September 2019 and Sobi's plan to have an ordinary meeting of its board of directors on September 19, 2019 at which Sobi's board would discuss the potential strategic combination.

        On August 21, 2019, the Dova Board held a special meeting, with senior management and representatives of Cooley in attendance. Prior to this meeting, each of Jefferies and Evercore provided the Dova Board with certain information regarding its material investment banking relationships (if any) with potential interested parties, including Sobi. Dr. Zaccardelli reviewed with the Dova Board his and Mr. Hahn's discussions with Jefferies and Evercore about acting as financial advisors in connection with Dova's exploration of strategic opportunities, including a strategic combination. The Dova Board then discussed Jefferies' and Evercore's respective qualifications with Dova's senior management team, including Jefferies' and Evercore's relevant industry experience and qualifications in merger and acquisitions (including previous sell-side engagements for other biopharmaceutical companies), and Jefferies' and Evercore's historical relationship with, and knowledge of, Dova. The Dova Board discussed the respective economic and other material terms of, and authorized management to finalize, Jefferies' and Evercore's engagement. The Dova Board then invited representatives of Jefferies to join the meeting. Jefferies discussed certain market and financial perspectives and illustrative process considerations and overview with respect to the evaluation of strategic opportunities. Representatives of Cooley also reviewed fiduciary duties attendant to a review of potential strategic opportunities and in the context of a potential acquisition. Representatives of Cooley informed the Dova Board of Sobi's expectation that a strategic combination would be conditioned on holders representing a least a majority of the outstanding Shares entering into support agreements. The Board of Directors also discussed, with input from representatives of Cooley, Sobi's request for support agreements from stockholders holding more than a majority of outstanding Shares and reached the consensus that it would further evaluate such proposal in light of the full terms of Sobi's proposal for a strategic combination, if any. Although the Dova Board believed that a sale of Dova at a price of $23.00 per Share did not represent the best strategic opportunity available to Dova and its stockholders at such time—based on their familiarity with the current and historical financial condition, results of operations, business, competitive position, properties, assets and prospects, as well as the long-term plan of Dova—the Dova Board concluded that the proposal warranted further discussion with Sobi and

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that Sobi may increase its price after further due diligence. Based on these discussions, the Dova Board determined not to make a counterproposal at such time, but to continue discussions with Sobi regarding a potential transaction. In addition, the Dova Board directed Dova's management to continue having discussions with potential counterparties regarding Ex-US Licenses and a potential strategic combination. In this regard, the Dova Board authorized management to request indications of interest from potential counterparties in a strategic combination.

        On August 22, 2019, in accordance with the Dova Board's directives, representatives of Jefferies spoke with representatives of Party E to gauge Party E's potential interest in a strategic combination with Dova.

        On August 25, 2019, in accordance with the Dova Board's directives, representatives of Jefferies distributed Dova's process letter to parties that had expressed interest in a strategic combination with Dova—Sobi, Party C and Party D—requesting that such parties submit written, non-binding preliminary indications of interest by September 30, 2019.

        On August 26, 2019, representatives of Party E contacted representatives of Jefferies to inform them that Party E was not not interested in pursuing a strategic combination with Dova. On the same day, representatives of Jefferies, in accordance with the directives of the Dova Board, contacted representatives of Party A, who indicated that Party A also was not interested in pursuing a strategic combination with Dova.

        On September 4, 2019, representatives of Party E informed representatives of Jefferies that Party E may have renewed interest in evaluating a strategic combination with Dova as a result of changes in Party E's strategic priorities.

        On September 5, 2019, representatives of Party C, following completion of their due diligence investigation, informed Jefferies that Party C may be interested in a Doptelet licensing arrangement but would not be interested in a strategic combination with Dova at a meaningful premium to Dova's then-current market price. On September 5, 2019, the closing price per Share was $15.10.

        On September 8, 2019, Dova entered into a confidentiality agreement with Party D to facilitate Party D's due diligence investigations. The terms of the confidentiality agreement include customary standstill provisions with a "fallaway" or other similar provision that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respect of a strategic combination. Over the course of the next several weeks, Party D conducted its due diligence investigations, which included discussions with Dova's management team.

        On September 13, 2019, the Dova Board held a special meeting with representatives of management, Cooley and Jefferies in attendance. Jefferies provided the Dova Board with an update on the status of discussions with various third parties in connection with a potential strategic opportunity with Dova, including a strategic combination with Dova. Dr. Zaccardelli also discussed the status of the parties' due diligence investigations and the meetings that had taken place between representatives of such parties and the management team. Dr. Zaccardelli informed the Dova Board that representatives of Sobi had advised that Sobi's due diligence investigations were nearing completion, Sobi was planning to hold a board meeting on September 19, 2019 to discuss the strategic combination, and Sobi was interested in announcing a transaction on September 30, 2019. Mr. Hahn then provided a detailed overview to the Dova Board of the projections and the underlying assumptions prepared by Dova's management relating to the commercialization of Doptelet, as described in more detail in the section of this Schedule 14D-9 titled "—Projected Financial Information," in connection with Dova's consideration of strategic opportunities. Following discussion, the Dova Board authorized and directed Jefferies to use these assumptions in preparing financial analyses requested by the Dova Board, and subsequently authorized and directed Evercore, whose representatives were not in attendance at the meeting, to also use the assumptions in preparing financial analyses requested by the Dova Board.

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Representatives of Cooley then reviewed the terms of the draft merger agreement proposed for a strategic transaction, which provided for a tender offer followed by a back-end merger under Section 251(h) of the DGCL. The Dova Board authorized the management team and Dova's advisors to make the draft merger agreement available to interested parties at the appropriate time.

        On September 17, 2019, representatives of Party B confirmed their interest in evaluating a potential strategic combination with Dova to representatives of Evercore.

        Later in the day on September 17, 2019, Dova made available a copy of a draft merger agreement to parties that had executed confidentiality agreements and remained actively engaged in evaluating a potential strategic transaction with Dova.

        On September 19, 2019, Dr. Zaccardelli and Mr. Hahn spoke with representatives of Party E to provide Party E with an overview of Dova's business and its efforts to commercialize Doptelet. Dova's representatives did not provide any non-public information to Party E or engage in any discussions with respect to any terms of any potential strategic transaction.

        On September 20, 2019, representatives of Sobi contacted representatives of Jefferies and reiterated that Sobi would expect certain stockholders of Dova, including Mr. Manning, to commit to vote or tender their Shares in a transaction. Following this conversation, Sobi was provided with a draft form of the tender and support agreement. From this time until the execution of the Merger Agreement, representatives of Cooley and Cravath negotiated and exchanged drafts of the merger agreement and the form of tender and support agreement.

        Also on September 20, 2019, in accordance with the directives of the Dova Board, representatives of Jefferies contacted Party D to evaluate Party D's ongoing interest in a strategic combination with Dova. Representatives of Party D informed representatives of Jefferies that Party D was continuing to evaluate a potential strategic combination with Dova and that, subject to such review, it would be in a position to move swiftly and announce a transaction by September 30, 2019.

        On September 22, 2019, the Dova Board convened a special meeting to discuss the status of the strategic process. Senior management and representatives of Cooley and Jefferies were in attendance. Jefferies provided the Dova Board with an update on the status of discussions with third parties. Jefferies then reviewed with the Dova Board certain preliminary financial analyses relating to Dova. Representatives of Cooley reviewed certain legal matters, including the status of the transaction documents under negotiation with Sobi. During the course of this review, members of the Dova Board discussed the likelihood of Party D pursuing a transaction with Dova. Members of the Dova Board also discussed Sobi's interest in a strategic combination, including its desire to announce a strategic combination by September 30 and Sobi's condition that any strategic combination would require certain stockholders, including Mr. Manning (and entities affiliated with Mr. Manning), to sign tender and support agreements. The Dova Board then directed and authorized Dr. Zaccardelli and Mr. Hahn to continue to negotiate with representatives of Sobi with respect to the terms of Dova's proposal, with input and assistance from Mr. Manning, Chairman of the Dova Board, and Sean Stalfort, a member of the Dova Board, as needed. In addition, the Dova Board directed management and Dova's financial advisors to continue discussions with third parties to determine if another party would be interested in making a proposal.

        On September 23, 2019, Dova entered into a confidentiality agreement with Party B to facilitate Party B's due diligence investigations. The terms of the confidentiality agreement include customary standstill provisions with a "fallaway" or other similar provision that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respect of a strategic combination.

        On September 24, 2019, representatives of Party D advised representatives of Jefferies that Party D had completed its review and would not proceed with a strategic combination with Dova.

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        In addition, on September 24, 2019, representatives of Party E informed representatives of Jefferies that, although Party E had completed its due diligence review, Party E was still evaluating its interest in pursuing a strategic combination with Dova and would not be able to make a proposal in the near term.

        On September 25, 2019, Dr. Zaccardelli and Mr. Hahn spoke with representatives of Party B to provide Party B with an overview of Dova's business and its efforts to commercialize Doptelet. Subsequent to this meeting, representatives of Party B indicated to representatives of Evercore that they would not be in a position to make a proposal in respect of a strategic combination in the near term.

        On September 26, 2019, Mr. Oelkers and Mr. Ladha arranged an in-person meeting with Mr. Manning and Mr. Stalfort to discuss the terms of Sobi's proposal. At this meeting, Sobi's representatives confirmed that Sobi's due diligence investigations were substantially complete and that it would be willing to proceed with a transaction on improved terms if the transaction could be announced by September 30, 2019. After discussion between the representatives of the parties regarding the status of the transaction and each party's view of value, Sobi made a verbal indication of interest to acquire Dova for $27.50 per Share in cash, plus one contingent value right per Share, which would represent the right to receive $1.50 in cash upon achievement of an event-based milestone.

        On September 27, 2019, the Dova Board held a special meeting to discuss the status of the strategic process, with senior management and representatives of Cooley, Jefferies and Evercore in attendance. Jefferies provided the Dova Board with an update on the status of discussions with Party D and Party E. Representatives of Evercore provided an update to the Dova Board that Party B had indicated an interest in a potential strategic combination with Dova but had also indicated that it would not be able to complete its due diligence investigations and move forward with a proposal at that time on the timeline contemplated by the strategic process. Dr. Zaccardelli and Mr. Hahn provided an update on the status of negotiations and discussions with Sobi, including the offer of $27.50 per Share in cash, plus one contingent value right per Share, which would represent the right to receive $1.50 in cash upon achievement of an event-based milestone. Representatives of Cooley reviewed certain legal matters, including the fiduciary duties of directors in the context of an acquisition and the terms of the draft transaction agreements, including the merger agreement and the tender and support agreements. Representatives of Cooley also reviewed the mechanics of a customary contingent value rights agreement. Jefferies and Evercore discussed with the Dova Board the financial terms of Sobi's current proposal and certain related matters. The Dova Board then discussed various matters related to its evaluation of Sobi's proposal, including the CVR, the likelihood of another strategic party making a proposal and the timing thereof, the financial and legal terms of Sobi's proposal, including Sobi's timing and support conditions and the certainty of a potential transaction with Sobi, the Dova Board's belief that it had obtained Sobi's best and final offer and that it was unlikely that another party would be willing to acquire Dova at a higher price in the foreseeable future, the potential risk of Sobi terminating strategic discussions if Dova were to delay the proposed transaction timing, and Sobi's current proposal as compared to alternatives reasonably available to Dova, including continued standalone operation of Dova as an independent public company. After discussion, the Dova Board authorized management to proceed with Sobi's proposal and to finalize the transaction agreements on the terms reviewed with the Dova Board.

        On September 28, 2019, representatives of Cravath provided representatives of Cooley with a draft form of contingent value rights agreement. During the course of the day, Mr. Ladha of Sobi, Dr. Zaccardelli, Mr. Hahn and representatives of Cravath and Cooley discussed and negotiated the terms of the contingent value rights agreement, including specific elements of the event-based milestone.

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        Early in the morning on September 29, 2019, representatives of Cravath and Cooley finalized the terms of the proposed merger agreement, form of tender and support agreement and form of contingent value rights agreement.

        Also on September 29, 2019, the Dova Board held a special meeting with senior management and representatives of Cooley, Jefferies and Evercore in attendance. Dr. Zaccardelli and Mr. Hahn updated the Dova Board on the final negotiations and discussions with Sobi regarding the proposed definitive transaction documentation. Representatives of Cooley discussed certain legal matters with the Dova Board, including the fiduciary duties of directors and the material provisions of the draft merger agreement, including the contingent value rights agreement, and the tender and support agreements. Also at this meeting, Dova's financial advisors each reviewed with the Dova Board its financial analysis of the $27.50 per Share cash amount and the right to receive a contingent cash payment of $1.50 per Share upon the achievement of an event-based milestone (such contingent payment, together with the cash amount, the "Consideration") in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement. Thereafter, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated September 29, 2019, to the Dova Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in the opinion, the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respective affiliates) in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement was fair, from a financial point of view, to such holders. Also at this meeting, Evercore rendered an oral opinion, confirmed by delivery of a written opinion dated September 29, 2019, to the Dova Board to the effect that, as of that date and based upon the assumptions, limitations, qualifications and conditions described in Evercore's opinion, the Consideration to be received by the holders of Shares in the Offer and the Merger was fair, from a financial point of view, to such holders. After carefully considering the proposed terms of the Transactions with Sobi, and taking into consideration the matters discussed during that meeting and prior meetings of the Dova Board (for additional detail, see "—Dova's Reasons for the Offer and the Merger", the Dova Board unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, Dova and its stockholders, (ii) authorized and approved the execution, delivery and performance by Dova of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, upon the terms and subject to the conditions contained in the Merger Agreement, (iii) resolved that the Merger will be effected under Section 251(h) of the DGCL and (iv) resolved to recommend that Dova's stockholders tender their Shares to Purchaser pursuant to the Offer.

        On September 30, 2019, prior to the opening of trading of Sobi's common stock on the Nasdaq Stockholm stock exchange, the Dova Board, Dova, Sobi, the Manning Stockholders and Sean Stalfort executed the Merger Agreement and the Support Agreements, as applicable. Substantially concurrently with the execution of these transaction agreements, each of Dova and Sobi issued a press release announcing the execution of the Merger Agreement and the other transaction agreements.

Dova's Reasons for the Offer and the Merger

        The Dova Board carefully considered the Offer and the Merger, consulted with Dova's senior management and legal and financial advisors at various times, and took into account numerous factors, including, but not limited to, the factors enumerated below. The Dova Board has unanimously determined that the terms of the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders, and recommends that Dova's stockholders tender their Shares to Purchaser pursuant to the Offer, for the following reasons.

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•

Compelling Value on both a Relative and Absolute Basis.  The aggregate value and form of the consideration to be received in the Offer and the Merger by Dova's stockholders, including the fact that:



•

the upfront payment of $27.50 per Share to be received upon consummation of the Offer and the Merger represented an approximately 36.2% premium over the last closing price per Share on September 27, 2019 before the public announcement of the execution of the Merger Agreement and an approximately 59% premium over the volume-weighted average price of the Shares during the preceding thirty (30)-day trading period;



•

the substantial upfront cash component of the Offer Price provides Dova's stockholders with immediate and relatively certain value in respect of their Shares, especially when viewed against the risks and uncertainties associated with Dova's standalone strategy and the potential impact of such risks and uncertainties on the trading price of the Shares;



•

the Dova Board's assessment that Dova's standalone strategy was not reasonably likely to present opportunities for creating greater value for Dova's stockholders, taking into account the risks associated with the development, regulatory approval and commercialization of Doptelet as well as, the competition Dova faces in the rapidly changing pharmaceutical industry, including the fact that several other drug candidates are in early stages of development as potential treatments for the indications that Doptelet targets;



•

the fact that, in addition to the Cash Amount, Dova's stockholders will receive one CVR per Share, which provides Dova's stockholders an opportunity to realize additional value through an additional cash payment to the extent that the milestone set forth in the CVR Agreement (the "Milestone") is achieved within the time period described therein; and



•

the Dova Board's belief that the Milestone is reasonably achievable, taking into account the fact that Sobi must use "Diligent Efforts" to achieve the Milestone and the extensive experience and resources of Sobi in research and biopharmaceutical product development, particularly as such development, experience and resources relate to the potential achievement of the Milestone.



•

Business, Financial Conditions and Prospects; Risks related to Remaining a Standalone Company. The Dova Board is familiar with the current and historical financial condition, results of operations, business, competitive position, properties, assets and prospects of Dova, as well as Dova's long-term plan, including the execution risks associated with the development, regulatory approval and commercialization of Doptelet (as further described in the next bullet).



•

Product Commercialization and Development Risks.  The Dova Board considered the fact that Doptelet has been approved only for the treatment of thrombocytopenia in adult patients with chronic liver disease scheduled to undergo a procedure and for the treatment of chronic ITP, and the fact that there is no guarantee that Doptelet will be approved or successfully marketed for other indications, including CIT, or that Dova will successfully commercialize additional products. The Dova Board also took into consideration that, while Dova may seek additional funding through future debt and equity financing or additional collaborations or strategic partnerships, any such fundraising could have a highly dilutive effect on Dova's existing stockholders, might only be available on unfavorable terms, or might not be available at all.



•

Best Alternative for Enhancing Stockholder Value.  The Dova Board considered that the Offer Price consisting of the upfront payment of $27.50 per Share in cash plus a CVR representing the contractual right to receive the potential Milestone Payment was more favorable to Dova's stockholders than the potential value that might result from other alternatives available to Dova

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from a transaction with a different buyer or the continued operation of Dova on a standalone basis in light of various factors, including the following:

•

the Dova Board's belief that (i) based on its negotiations with Sobi, it had obtained Sobi's best offer and that, as of the date of the Merger Agreement, the Offer Price represented the highest per Share consideration reasonably obtainable and (ii) there was risk of losing Sobi's best offer if the parties were unable to reach agreement on or before September 30, 2019;



•

four other parties had engaged in discussions with Dova regarding a potential transaction but did not submit a proposal in respect of a potential strategic combination with Dova;



•

that the actual operating and financial performance and prospects for the Company could differ materially from the prospective information prepared by Dova's senior management team, which reflect various assumptions, as further described in "—Projected Financial Information";



•

the consideration of the potential benefits of exploring licensing arrangements or business combination transactions with alternative potential counterparties and the likelihood that any such parties would engage in a transaction with the Company on the same or similar timeframe as Sobi and with a value and contractual terms and conditions superior to those contained in the Merger Agreement;



•

the anticipated timing of the consummation of the Offer and the Merger, and the structure of the Transactions as a tender offer for the Shares pursuant to Section 251(h) of the DGCL, which, subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, permits the consummation of the Offer and the Merger in a timely manner;



•

the conditions to the Offer and the Merger, which are limited in number and scope;



•

the fact that certain stockholders of Dova, solely in their capacities as stockholders, have agreed, pursuant to and subject to the conditions of the Support Agreements, to tender their Shares, representing over a majority of Dova's outstanding Shares, into the Offer;



•

the fact that there are not expected to be significant antitrust or other regulatory impediments to the consummation of the Transactions, other than review pursuant to the HSR Act, as further described in "Item 8. Additional Information—Regulatory Approvals;"



•

the business reputation, capabilities and financial condition of Sobi, and the Dova Board's perception that Sobi is willing to devote the resources necessary to complete the Offer and the Merger in an expeditious manner;



•

the availability of the remedy of specific performance to Dova under the Merger Agreement in the event of breaches by Sobi or Purchaser; and



•

the risks associated with executing on the Company's standalone business plan (as further discussed under "Business, Financial Condition and Prospects; Risks related to Remaining a Standalone Company" and "Product Commercialization and Development Risks" above).



•

Potentially Interested Counterparties; Results of Process Conducted.  The Dova Board oversaw a strategic process, with the assistance of Dova's management and advisors, to identify and contact selected third parties for a potential strategic combination with Dova. In particular, the Dova Board considered the fact that those parties that it believed reasonably likely to consider a strategic combination with Dova had been contacted, but had determined not to engage at that time in a transaction with Dova.

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•

Opportunity to Receive Alternative Acquisition Proposals and Terminate the Merger Agreement to Accept a Superior Offer. The Dova Board considered the terms of the Merger Agreement related to Dova's ability to respond to unsolicited acquisition proposals and determined that third parties would be unlikely to be deterred by the provisions of the Merger Agreement from making a competing proposal, and the Dova Board may, under certain circumstances, furnish information and enter into discussions and negotiations in connection with a bona fide written Acquisition Proposal made after the date of the Merger Agreement and prior to the Offer Acceptance Time. In this regard, the Dova Board considered that:



•

subject to its compliance with the applicable provisions of the Merger Agreement, the Dova Board can make an adverse change recommendation to Dova stockholders with respect to the Offer prior to the Offer Acceptance Time (i) if the Dova Board determines in good faith (after consultation with Dova's financial advisors and outside legal counsel) that a competing proposal is a superior proposal or (ii) in certain circumstances, in response to a material intervening event, in either case so long as the Dova Board determines in good faith (after consultation with Dova's outside legal counsel) that the failure to take such action would be inconsistent with the Dova Board's fiduciary duties under applicable law;



•

subject to its compliance with the applicable provisions of the Merger Agreement (including the requirement to pay the termination fee described below), the Dova Board may terminate the Merger Agreement in order to accept a superior proposal and enter into a definitive written agreement with respect to such proposal; and



•

while the Merger Agreement contains a termination fee of $32 million that Dova would be required to pay to Sobi in certain circumstances, including if (i) Sobi terminates the Merger Agreement in connection with an adverse change recommendation made by the Dova Board or (ii) Dova terminates the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal, the Dova Board believed that the termination fee is reasonable in light of the circumstances and the overall terms of the Merger Agreement, consistent with fees in comparable transactions, and would not discourage competing acquisition proposals from credible third parties willing and able to make such proposals.



•

Opinions of Dova's Financial Advisors.  The Dova Board considered the financial presentation and opinion, dated September 29, 2019, of Jefferies to the Dova Board as to the fairness, from a financial point of view and as of such date, of the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respective affiliates) in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement, which opinion was based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as further described under the heading "—Opinions of Dova's Financial Advisors—Opinion of Jefferies LLC." The Dova Board also considered the financial presentation and opinion, dated September 29, 2019, of Evercore to the Dova Board as to the fairness, from a financial point of view and as of such date, of the Consideration to be received by the holders of the Shares in the Offer and the Merger, which opinion was based upon and subject to various assumptions, limitations, qualifications and conditions, as further described under the heading "—Opinions of Dova's Financial Advisiors—Opinion of Evercore Group L.L.C."



•

Terms of the Merger Agreement.  The Dova Board reviewed and considered the terms of the Merger Agreement, taken as a whole, including the parties' representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, and concluded that such terms are reasonable and fair to, and in the best interest of, Dova and its stockholders. The Dova Board also reviewed and considered the conditions to the completion of the Merger, including the likelihood of obtaining early expiration of the waiting period under

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the HSR Act, which it believes are likely to be satisfied on a timely basis. The Dova Board noted that the completion of the Merger is not subject to any financing condition or any condition based upon Sobi shareholder approval, which enhances the likelihood of the consummation of the Offer and the Merger.

•

Terms of Support Agreement.  The Dova Board considered the terms of the Support Agreements, which will terminate upon certain circumstances, including (i) upon termination of the Merger Agreement or (ii) any change or waiver that reduces the Offer Price, changes the form of consideration or otherwise adversely affects Dova's stockholders without the consent of the stockholders party to the applicable Support Agreement. In addition, the Dova Board considered the fact that if the Dova Board makes an adverse change recommendation, then only 30% of the outstanding Shares would remain committed to the Offer pursuant to the Support Agreements.

        The Board also considered a variety of potentially negative factors in its deliberations concerning the Offer, the Merger and the Merger Agreement, including the following.

•

No Stockholder Participation in Future Growth or Earnings.  The Dova Board considered that if the Offer and the Merger are consummated, stockholders of the Company will be precluded from the opportunity to participate in any future earnings or growth of Sobi or benefit from any potential future appreciation in the value of the Shares, including any value that could be achieved if the Company engages in future strategic or other transactions.



•

CVR.  The Dova Board considered the fact that the Milestone may not be achieved at all or during the period required by the CVR Agreement for Dova's stockholders to receive the Milestone Payment.



•

Taxable Consideration.  The gains realized by Dova's stockholders as a result of the Offer and the Merger generally will be taxable to such stockholders for U.S. federal income tax purposes.



•

Effects of Failure to Complete Transactions.  There will be risks and costs to Dova if the Offer does not close, including the diversion of management and employee attention away from the day-to-day operations of the Company, employee attrition, the effect on the Company's relationships with customers, partners and others that conduct business with the Company and the operational restrictions imposed on the Company pursuant to the Merger Agreement between signing and closing, among other potential negative effects on the Company if the Offer is not completed.



•

Termination Fee.  The Merger Agreement provides for a termination fee of $32 million payable by the Company under certain circumstances, including if the Company terminates the Merger Agreement to accept a superior proposal and enter into a definitive written agreement with respect to such proposal.



•

No Solicitation.  The Merger Agreement restricts the Company's ability to solicit, initiate or knowingly facilitate or encourage competing proposals or enter into discussions or negotiations with respect thereto, subject to certain exceptions to allow the Dova Board to exercise its fiduciary duties.



•

Other Risks.  The Dova Board considered the risks of the type and nature described under the section entitled "Cautionary Statements Regarding Forward-Looking Statements."

        The Dova Board concluded that the risks and other potentially negative factors associated with the Offer and the Merger were outweighed by the potential benefits of the Offer and the Merger.

        The foregoing discussion of the information and factors considered by the Dova Board is not meant to be exhaustive, but includes the material information, factors and analyses considered by the

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Dova Board in reaching its recommendation. The members of the Dova Board evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of Dova and considered the input of Dova's management team and outside legal and financial advisors. In light of the number and variety of factors that the Dova Board considered, the Dova Board did not find it practicable to assign relative weights to the foregoing factors. However, the recommendation of the Dova Board was made after considering the totality of the information and factors involved. In addition, individual members of the Dova Board may have given different weight to different factors. In arriving at their respective recommendations, the members of the Dova Board considered the interests of Dova's executive officers and directors as described under "Past Contacts, Transactions, Negotiations and Agreements" in Item 3 above.

        In light of the factors described above, the Dova Board unanimously determined that the Offer is advisable, fair to and in the best interest of Dova and its stockholders, and unanimously recommends that the holders of Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

Intent to Tender

        To Dova's knowledge, after making reasonable inquiry, all of Dova's executive officers and directors currently intend to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to the Offer all Shares held of record or beneficially owned by such persons immediately prior to the expiration of the Offer, as it may be extended (other than Shares for which such holder does not have discretionary authority). The foregoing does not include any Shares over which, or with respect to which, any such executive officer or director acts in a fiduciary or representative capacity or is subject to the instructions of a third party with respect to such tender.

Executive Officer and Director Arrangements Following the Merger

        See "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Employment Agreements with Executive Officers" above.

Projected Financial Information

        Dova does not, as a matter of course, make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods given, among other things, the inherent difficulty of predicting future periods and the likelihood that the underlying assumptions and estimates may prove not to be appropriate. However, in connection with Dova's exploration of strategic opportunities as described in more detail in the section of this Schedule 14D-9 titled "—Background of the Offer and the Merger" above, Dova's senior management prepared certain non-public, unaudited prospective financial information which was provided to and approved by the Dova Board on September 13, 2019.

        The non-public, unaudited prospective financial information approved for use by the Dova Board included information for calendar years 2019 through 2030 as set forth below (collectively, the "Management Projections"). The Management Projections also were provided to Dova's financial advisors, Jefferies and Evercore, for their use and reliance in connection with their respective financial analyses and opinions as described in the section of this Schedule 14D-9 titled "—Opinions of Dova's Financial Advisors" below.

        The Management Projections were prepared by Dova on a stand-alone basis and do not take into account the Transactions, including any costs incurred in connection with the Offer or the other transactions contemplated thereby or any changes to Dova's operations or strategy that may be implemented after the completion of the Merger. As a result, actual results likely will differ, and may differ materially, from those reflected in the Management Projections.

        The information and table set forth below are included solely to give Dova's stockholders access to relevant portions of the Management Projections and are not included in this Schedule 14D-9 to influence any Dova stockholder to tender Shares or for any other purpose. Dova makes and has made no representations to Sobi or Purchaser, in the Merger Agreement or otherwise, concerning any projected financial information.

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Important Information about the Management Projections.

        The Management Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles ("GAAP"), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Management Projections were relied upon by the Dova Board in connection with its consideration of the Offer, the Merger and the Offer Price and were approved by the Dova Board for use by Dova's financial advisors in connection with their respective analyses and opinions. While Dova believes that such non-GAAP financial measures provide useful supplemental information in analyzing Dova's financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by Dova may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed Transactions if the disclosure is included in a document such as this Schedule 14D-9. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Dova Board or Dova's financial advisors in connection with the Offer or the Merger. Accordingly, Dova has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. The Management Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Offer and the Merger.

        While the Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond Dova management's control. Further, given that the Management Projections cover multiple

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years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the inability to complete the Offer or Merger, or the failure to satisfy other conditions to completion of the Offer or the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the completion of the Merger, and risks and uncertainties pertaining to our business, including the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the ability to achieve the Management Projections may depend on, in part, whether or not strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Dova operates, and the risks and uncertainties described in the section of this Schedule 14D-9 titled "Cautionary Statements Regarding Forward-Looking Statements", all of which are difficult or impossible to predict and many of which are beyond our control. The Management Projections also reflect assumptions by Dova management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Dova business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared.

        Accordingly, there can be no assurance that the Management Projections will be realized, and actual results may differ, and may differ materially, from those shown. The Management Projections are included in this Schedule 14D-9 to give stockholders access to non-public information that was provided to the Dova Board and Dova's financial advisors in the course of evaluating the Offer and the Merger, and are not intended to influence the decision of any Dova stockholder whether to tender his, her or its Shares in the Offer. The inclusion of the Management Projections in this Schedule 14D-9 should not be regarded as an indication that any of Dova, Sobi, Purchaser or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of Dova, Sobi, Purchaser or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Management Projections. None of Dova, Sobi, Purchaser or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of Dova compared to the information contained in the Management Projections or that forecasted results will be achieved.

        In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this Schedule 14D-9, and except as required by applicable securities laws, Dova does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be inappropriate.

        The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Dova included in this Schedule 14D-9 and in Dova's other public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue reliance on the Management Projections.

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Opinions of Dova's Financial Advisors

Opinion of Jefferies LLC

        The Company has retained Jefferies as a financial advisor in connection with the Offer and the Merger. In connection with this engagement, the Dova Board requested that Jefferies evaluate the fairness, from a financial point of view, of the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respective affiliates) in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement. At a meeting of the Dova Board held on September 29, 2019 to evaluate the Offer and the Merger, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated September 29, 2019, to the Dova Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respective affiliates) in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement was fair, from a financial point of view, to such holders.

        The full text of Jefferies' opinion, which describes various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex A to this Schedule 14D-9 and is incorporated herein by reference. Jefferies' opinion was provided for the use and benefit of the Dova Board (in its capacity as such) in its evaluation of the Consideration from a financial point of view and did not address any other aspect of the Offer, the Merger or any other matter. Jefferies' opinion did not address the relative merits of the Offer, the Merger or other Transactions as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the Offer or the Merger. Jefferies' opinion did not constitute a recommendation as to how the Dova Board should vote, and does not constitute a recommendation as to whether any securityholder should tender Shares in the Offer or how any securityholder should act, with respect to the Offer, the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies' opinion.

        In arriving at its opinion, Jefferies, among other things:

•

reviewed an execution version, provided to Jefferies on September 29, 2019, of the Merger Agreement and related form of the CVR Agreement;



•

reviewed certain publicly available financial and other information regarding the Company;



•

reviewed certain information furnished to Jefferies by the management of the Company relating to the business, operations and prospects of the Company, including probability-weighted and tax-affected financial forecasts and estimates provided by the management of the Company;



•

held discussions with members of the senior management of the Company regarding the matters described in the second and third bullets immediately above;



•

considered the discussions undertaken at the direction of the Company with selected third parties to solicit indications of interest in a possible transaction involving the Company;



•

compared the stock trading price history and implied trading multiples for the Company with those of certain publicly traded companies that Jefferies deemed relevant in evaluating the Company; and



•

conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

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        In its review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by the Company or that was publicly available to Jefferies (including, without limitation, the information described above) or otherwise reviewed by Jefferies. Jefferies relied on assurances of the management and other representatives of the Company that they were not aware of any facts or circumstances that would make such information incomplete, inaccurate or misleading. In its review, Jefferies did not obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities, of the Company or any other entity and Jefferies was not furnished with, and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies' analyses and opinion also did not consider any actual or potential arbitration, litigation, claims, investigations or other proceedings to which the Company or any of its affiliates were or in the future may be a party or subject.

        With respect to the financial forecasts and estimates provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that the financial forecasts and estimates relating to the Company (including as to certain tax attributes of the Company on a standalone basis) that Jefferies was directed to utilize for purposes of its analyses and opinion were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to, and Jefferies assumed that they were an appropriate basis upon which to evaluate, the future financial performance of the Company and the other matters covered thereby. Jefferies expressed no opinion as to any financial forecasts or estimates or the assumptions on which they were based.

        Jefferies relied upon the assessments of the management of the Company as to, among other things, (i) the potential impact on the Company of market, competitive and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the biopharmaceutical industry, including with respect to the pricing of and/or reimbursement for pharmaceutical products, (ii) matters relating to Doptelet, the potential use and indications for such product, related technology and intellectual property and regulatory approval processes and risks, including with respect to the probability and timing for achieving the Company's expected use and indications for such product, the development, clinical testing, manufacturing and commercialization of such product and related use and indications, the validity and duration of licenses and patents and the potential for generic competition, and (iii) the Company's existing and future agreements and arrangements with, and ability to attract, retain and/or replace, key employees and consultants, customers, suppliers and other commercial and collaboration relationships, including financial and other terms and ongoing obligations associated with the Company's collaboration, licensing, royalty and other agreements and arrangements. Jefferies assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to Jefferies' analyses or opinion.

        Jefferies' opinion was based on economic, monetary, regulatory, market and other conditions existing, and which could be evaluated, as of the date of Jefferies' opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion. As the Dova Board was aware, the credit, financial and stock markets, and the industry in which the Company operates, have experienced and may continue to experience volatility and Jefferies expressed no view or opinion as to any potential effects of such volatility on the Company, the Offer or the Merger.

        Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to the Company, the Offer or the

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Merger and Jefferies assumed the correctness in all respects meaningful to its analyses and opinion of all legal, regulatory, accounting and tax advice given to the Company and/or the Dova Board, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company, the Offer or the Merger and legal, regulatory, accounting and tax consequences to the Company or its securityholders of the terms of, and transactions contemplated by, the Merger Agreement, CVR Agreement and related documents. Jefferies assumed that the Offer and the Merger would be consummated in accordance with their respective terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Offer or the Merger, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on the Company, the Offer or the Merger or that otherwise would be meaningful in any respect to Jefferies' analyses or opinion. Jefferies also assumed that the final Merger Agreement and related CVR Agreement, when signed by the parties thereto, would not differ from the execution version of the Merger Agreement and form of the CVR Agreement reviewed by Jefferies in any respect meaningful to Jefferies' analyses or opinion.

        Jefferies' opinion did not address the relative merits of the Offer, the Merger or other Transactions as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the Offer or the Merger or the terms of the Merger Agreement, CVR Agreement or the documents referred to therein, including the form or structure of the Consideration, the Offer or the Merger or any term, aspect or implication of any Support Agreements or other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from, the Offer, the Merger or otherwise. Jefferies' opinion was limited to the fairness, from a financial point of view, of the Consideration to holders of Shares (to the extent expressly specified in such opinion), without regard to individual circumstances of specific holders (whether by virtue of control, voting, liquidity, contractual arrangements or otherwise) which may distinguish such holders or the securities of the Company held by such holders, and Jefferies' opinion did not in any way address proportionate allocation or relative fairness. Jefferies was not asked to, and its opinion did not, address the fairness, financial or otherwise, of any consideration to the holders of any class of securities, creditors or other constituencies of the Company or any other party. Jefferies expressed no view or opinion as to the actual value of the Milestone Payment if and when paid or the prices at which Shares or any other securities of the Company may trade or otherwise be transferable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the Offer or the Merger relative to the Consideration or otherwise. The issuance of Jefferies' opinion was authorized by Jefferies' fairness committee.

        In connection with rendering its opinion to the Dova Board, Jefferies performed a variety of financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies analysis summarized below, no company used as a comparison was identical or directly comparable to the Company. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies concerned.

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        Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies' analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

        The estimates of the future performance of the Company in or underlying Jefferies' analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies' view of the actual value of the Company or its businesses or securities.

        The terms of the Offer and the Merger were determined through negotiations between the Company and Sobi, and the decision by the Company to enter into the Merger Agreement was solely that of the Dova Board. Jefferies' opinion and financial analyses were only one of many factors considered by the Dova Board and should not be viewed as determinative of the views of the Dova Board or the Company's management with respect to the Offer, the Merger or the consideration payable in the Offer and the Merger.

Financial Analyses

        The summary of the financial analyses described in this section entitled "—Financial Analyses" is a summary of the material financial analyses reviewed with the Dova Board and performed by Jefferies in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies' financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies' financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. For purposes of the financial analyses described below, the term "implied Consideration" refers to the $27.50 per Share cash amount payable in the Offer and the Merger and, with respect to the $1.50 per Share contingent cash payment, the implied present value (as of December 31, 2019) of such contingent payment based on probability-weighted estimates of the Company's management assuming, per the Company's management, an August 15, 2021 regulatory approval date for a new indication with respect to Doptelet for the treatment of CIT.

        Selected Public Companies Analysis.    Jefferies reviewed publicly available financial, stock market and operating information of the Company and the following eight selected publicly traded companies in the biopharmaceutical industry that Jefferies considered generally relevant for purposes of analysis, collectively referred to as the selected companies:

•

Amicus Therapeutics, Inc.



•

Catalyst Pharmaceuticals, Inc.



•

Corcept Therapeutics Incorporated



•

Heron Therapeutics, Inc.

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•

La Jolla Pharmaceutical Company



•

Pacira BioSciences, Inc.



•

Rigel Pharmaceuticals, Inc.



•

Veloxis Pharmaceuticals A/S

        Jefferies reviewed, among other information and to the extent publicly available, enterprise values of the selected companies, calculated as fully diluted equity values based on closing stock prices on September 27, 2019 plus total debt (including capital leases) and preferred equity (as applicable) less cash and cash equivalents and short-term investments, as a multiple of calendar year 2020, calendar year 2021 and calendar year 2022 estimated revenue. Financial data of the selected companies were based on publicly available research analysts' estimates, public filings and other publicly available information. Financial data of the Company was based on probability-weighted estimates of the Company's management.

        The overall low to high calendar year 2020, calendar year 2021 and calendar year 2022 estimated revenue multiples observed for the selected companies were 2.6x to 10.1x (with a median of 4.8x), 1.5x to 7.9x (with a median of 4.2x) and 0.9x to 4.2x (with a median of 2.8x), respectively. Jefferies applied selected ranges derived from the selected companies of calendar year 2020, calendar year 2021 and calendar year 2022 estimated revenue multiples of 4.5x to 5.5x, 3.5x to 4.5x and 2.5x to 3.5x, respectively, to corresponding data of the Company. This analysis indicated the following approximate implied per Share equity value reference ranges for the Company, as compared to the implied Consideration:

        Discounted Cash Flow Analysis.    Jefferies performed a discounted cash flow analysis of the Company by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2020 through December 31, 2030 based on probability-weighted and tax-affected estimates of the Company's management (inclusive of the Company's net operating loss carryforwards). The implied terminal value of the Company was derived by applying a selected range of perpetuity growth rates of (20.0%) to 0.0% to the Company's normalized unlevered after-tax free cash flow for the calendar year ending December 31, 2030. The present values (as of December 31, 2019) of the cash flows and terminal values were then calculated using a selected discount rate range of 11.7% to 12.7%. This analysis indicated the following approximate implied per Share equity value reference range for the Company, as compared to the implied Consideration:

Certain Additional Information

        Jefferies observed certain additional information that was not considered part of Jefferies' financial analysis with respect to its opinion but was noted for informational purposes, including the implied premiums paid or proposed to be paid (other than with respect to contingent consideration) in selected merger and acquisition transactions involving publicly traded biopharmaceutical target companies announced from January 1, 2013 through September 27, 2019 with transaction values of $500 million to $2 billion and cash consideration of at least 80% of the total consideration. Applying a selected range of implied premiums of approximately 27.1% to 79.0% (reflecting the overall 25th and 75th percentile

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implied premiums derived from such transactions based on the closing stock prices of the target companies involved in such transactions one trading day prior to public announcement of such transactions or prior to market speculation of a potential acquisition of the target company, as applicable) to the closing price of Shares on September 27, 2019 indicated an approximate implied equity value reference range for the Company of approximately $25.65 to $36.14 per Share.

Miscellaneous

        The Company has agreed to pay Jefferies for its financial advisory services in connection with the Offer and the Merger an aggregate fee currently estimated to be approximately $11.5 million, of which a portion was payable upon delivery of Jefferies' opinion to the Dova Board and approximately $9.5 million is payable contingent upon consummation of the Offer. Jefferies also is entitled to an additional fee, currently estimated to be approximately $1.5 million, upon payment of the Milestone Payment if payable. In addition, the Company agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies' engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

        As the Dova Board was aware, Jefferies and its affiliates in the past have provided and in the future may provide financial advisory and/or financing services to the Company and/or certain of its affiliates unrelated to the Offer or the Merger, for which services Jefferies and its affiliates have received and would expect to receive compensation, including, during approximately the two-year period prior to the date of Jefferies' opinion, having acted as joint bookrunning manager for an equity offering of the Company, for which services Jefferies and its affiliates received aggregate fees of approximately $2 million. As the Dova Board also was aware, Jefferies and its affiliates in the past have provided and in the future may provide financial advisory and financing services to Sobi and/or certain of its affiliates, for which services Jefferies and its affiliates have received and would expect to receive compensation, including, during approximately the two-year period prior to the date of Jefferies' opinion, having acted as financial advisor to Sobi in connection with an asset acquisition, for which services Jefferies and its affiliates received aggregate fees of approximately $8 million. Jefferies maintains a market in the securities of the Company and, in the ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of the Company, Sobi and/or their respective affiliates for Jefferies' own account and for the accounts of Jefferies' customers and, accordingly, may at any time hold long or short positions or otherwise effect transactions in those securities or financial instruments.

        Jefferies was selected as a financial advisor to the Company in connection with the Offer and the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in merger and acquisition transactions and based on its familiarity with the Company and its business. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Opinion of Evercore Group L.L.C.

        The Company retained Evercore to act as a financial advisor in connection with a possible sale or merger involving the Company. As part of this engagement, the Company requested that Evercore evaluate the fairness, from a financial point of view, of the Consideration to be received by the holders of Shares in the Offer and the Merger. At a meeting of the Dova Board held on September 29, 2019, Evercore rendered to the Dova Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore's opinion, the Consideration to be received by the holders of Shares in the Offer and the Merger was fair, from a financial point of view, to such holders.

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        The full text of the written opinion of Evercore, dated September 29, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this Schedule 14D-9 and is incorporated herein by reference. The Company encourages you to read this opinion carefully and in its entirety. Evercore's opinion was addressed to, and provided for the information and benefit of, the Dova Board (in its capacity as such) in connection with its evaluation of the proposed Offer and the Merger. The opinion does not constitute a recommendation to the Dova Board or to any other persons in respect of the Offer and the Merger, including as to whether any holder of Shares should tender shares pursuant to the Offer or how such holder should vote or act in respect of the Offer and the Merger. Evercore's opinion does not address the relative merits of the Offer and the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Offer and the Merger.

        In connection with rendering its opinion Evercore, among other things:

•

reviewed certain publicly available business and financial information relating to the Company that Evercore deemed to be relevant, including publicly available research analysts' estimates;



•

reviewed certain internal probability-weighted projected financial data relating to the Company prepared and furnished to Evercore by management of the Company, as approved for Evercore's use by the Company (the "Company Forecasts");



•

discussed with management of the Company their assessment of the past and current operations of the Company, the current financial condition and prospects of the Company, and the Company Forecasts (including their views on the risks and uncertainties of achieving the Company Forecasts);



•

discussed with management of the Company their assessment as to the probability of achieving the required approval giving rise to the payment of the Milestone Payment pursuant to the CVR Agreement and the expected timing of achieving such approval and the corresponding payment;



•

reviewed the reported prices and the historical trading activity of the Shares;



•

compared the financial performance of the Company and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;



•

compared the financial performance of the Company and the financial terms of the Offer and the Merger with, to the extent publicly available, the financial terms of, and the premia paid in, certain other transactions that Evercore deemed relevant;



•

reviewed the financial terms and conditions of a draft, dated September 29, 2019, of the Merger Agreement, a draft, dated September 27, 2019, of the Support Agreement, and a draft, dated September 29, 2019, of the CVR Agreement; and



•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

        For purposes of Evercore's analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Company Forecasts, Evercore assumed with the consent of the Dova Board that they have been reasonably prepared on bases reflecting the

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best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby. Evercore also relied, at the direction of the Company, upon the assessment of management of the Company as to the probability of achieving the required approval giving rise to the payment of the Milestone Payment and the expected timing of achieving such approval and the corresponding payment. Evercore expressed no view as to the Company Forecasts, the probability of achieving the required approval giving rise to the payment of the Milestone Payment, the expected timing of the achievement of such approval and the corresponding payment, or the assumptions on which they are based.

        For purposes of Evercore's analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement, Support Agreements and CVR Agreement would not differ from the drafts thereof reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Offer and the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Offer and the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Offer and the Merger or reduce the contemplated benefits to the holders of Shares of the Offer and the Merger.

        Evercore did not conduct a physical inspection of the properties or facilities of the Company and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion was necessarily based upon information made available to Evercore as of the date thereof and financial, economic, market and other conditions as they existed and as could be evaluated on the date thereof. It was understood that subsequent developments may affect its opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

        Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Shares, from a financial point of view, of the Consideration. Evercore did not express any view on, and Evercore's opinion did not address, the fairness of the proposed Offer and the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Consideration or otherwise. Evercore was not asked to, nor did it express any view on, and Evercore's opinion did not address, any other term or aspect of the Merger Agreement, the Support Agreements, the CVR Agreement or the Offer and the Merger, including, without limitation, the structure or form of the Offer and the Merger or the form or terms of the CVR with respect to transferability, illiquidity or otherwise, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore's opinion did not address the relative merits of the Offer and the Merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to engage in the Offer and the Merger. Evercore's opinion did not constitute a recommendation to the Dova Board or to any other persons in respect of the Offer and the Merger, including as to whether any person should tender Shares in the Offer or take any other action in respect of the Offer or the Merger. Evercore is not a legal, regulatory, accounting or tax expert and

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assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

        Set forth below is a summary of the material financial analyses reviewed by Evercore with the Dova Board on September 29, 2019 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before September 27, 2019 (the last trading date prior to the rendering of Evercore's opinion), and is not necessarily indicative of current market conditions.

        For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of the Company. The estimates contained in Evercore's analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore's analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore's analyses and reviews are inherently subject to substantial uncertainty.

        The following summary of Evercore's financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore's financial analyses. Considering the tables below without considering the full narrative description of Evercore's financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore's Financial Analyses

Calculation of Implied Consideration Value

        Evercore calculated an implied probability-adjusted present value per Share of $0.92 per CVR by applying a discount rate of 12%, which was based on the median estimate of the Company's weighted average cost of capital (as further described under "Discounted Cash Flow Analysis" below), to a probability-adjusted estimate as of December 31, 2019 of the amount and timing of the Milestone Payment reflecting management of the Company's estimate as to the probability and timing of achieving the approval required pursuant to the CVR Agreement. Evercore added this $0.92 per Share implied probability-adjusted present value per CVR to the $27.50 per Share in cash to be received by holders of Shares in the Offer and the Merger to derive an implied consideration value of $28.42 per Share (the "Implied Consideration Value").

Selected Public Company Trading Analysis

        Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the biopharma industry (the "selected companies"):

Lower-Growth Companies

•

Akebia Therapeutics, Inc.



•

AMAG Pharmaceuticals, Inc.

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•

Corcept Therapeutics Incorporated



•

Horizon Therapeutics Public Limited Company

Higher-Growth Companies

•

Akcea Therapeutics, Inc.



•

Insmed Incorporated



•

Reata Pharmaceuticals, Inc.



•

Rhythm Pharmaceuticals, Inc.



•

Rigel Pharmaceuticals, Inc.

        For each of the selected companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of estimated revenue for calendar years 2020 through 2023 (referred to below as "TEV / 2020E Revenue," "TEV / 2021E Revenue," "TEV / 2022E Revenue" and "TEV / 2023E Revenue," respectively), based on closing share prices as of September 27, 2019. Estimated financial data of the selected companies were based on publicly available research analysts' estimates.

        This analysis indicated the following: