Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, on October 11, 2019, Purchaser commenced a tender offer (the “Offer”) to purchase each issued and outstanding share of common stock of Dova, $0.001 par
value per share (collectively, the “Shares”), at an offer price of (i) $27.50 per Share, net to the seller thereof in cash, without interest and subject to any withholding taxes (the “Cash Amount”), plus (ii)
one contingent value right per Share (each, a “CVR”), which will represent the right to receive $1.50, net to the seller thererof in cash, without interest and subject to any withholding taxes (the Cash Amount plus one CVR, collectively, or any
higher amount per Share paid pursuant to the Offer, the “Offer Price”), at the time provided in the Contingent Value Rights Agreement in substantially the form attached as Annex II to the Merger Agreement (the
“Contingent Value Rights Agreement”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of October 11, 2019 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the
related letter of transmittal, as amended and supplemented.
The Offer and any withdrawal rights thereunder expired one minute following 11:59 p.m., Eastern Time, on November 8, 2019 (the “Expiration Date”) and was not extended. American Stock Transfer & Trust Company, LLC,
the depositary for the Offer, has advised Sobi and Purchaser that, as of the Expiration Date, an aggregate of 26,312,870 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered) had been validly tendered and not
validly withdrawn pursuant to the Offer, which tendered Shares represent approximately 91.2% of the aggregate voting power of the Shares then outstanding. On November 9, 2019, Purchaser accepted for payment all Shares validly tendered and not validly
withdrawn pursuant to the Offer.
Following consummation of the Offer, the remaining conditions to the Merger were satisfied or waived and, on November 12, 2019, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the
General Corporation Law of the State of Delaware (the “DGCL”), Purchaser merged with and into Dova (the “Merger”) with Dova continuing as the surviving corporation and an indirect wholly owned subsidiary of Sobi (the
“Surviving Corporation”). In the Merger, each Share that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held by (i) Dova or any of its subsidiaries (including any Shares held
in treasury), Sobi or Purchaser or any other direct or indirect wholly owned subsidiary of Sobi or (ii) any Dova stockholder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with,
Section 262 of the DGCL and who, as of the Effective Time, had neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares) and not validly tendered and accepted pursuant to the Offer was
automatically converted into the right to receive the Offer Price, without interest thereon.
In addition, pursuant to the Merger Agreement, at the Effective Time: (i) all outstanding options (whether vested or unvested) that had an exercise price of less than $27.50 were cancelled and the holders thereof
became entitled to receive the Offer Price in respect of each Share covered by such option, less the applicable exercise price; and (ii) all outstanding restricted stock units (whether vested or unvested) were cancelled and the holders thereof became
entitled to receive the Offer Price in respect of each Share covered by such restricted stock unit. In addition, any options with an exercise price between $27.50 and $29.00 will be entitled to receive a payment in respect of each Share covered by
such option upon the achievement of a specified milestone provided in the Contingent Value Rights Agreement, in an amount equal to the excess of $29.00 over the applicable exercise price.
Purchaser paid a total of approximately $868 million in cash in the Offer and Merger (exclusive of amounts that may be payable on the CVRs), without giving effect to related transaction fees and expenses, and funded
the payments required to the complete the Offer and Merger with a combination of cash on hand and debt financing sources.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was
filed as Exhibit 2.1 to Dova’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2019, and is incorporated herein by reference.
The information set forth in the Introductory Note and Items 5.01 and 5.03 is incorporated herein by reference.
