f1 |
pursuant to the agreement and plan of merger, dated as of november 23, 2019 (the "merger agreement"), by and among the company, novartis ag ("parent") and medusa merger corporation ("purchaser"), on january 6, 2020, purchaser was merged with and into the company (the "merger"), with the company surviving the merger as an indirect wholly-owned subsidiary of parent. pursuant to the merger agreement, at the effective time of the merger, each share of common stock, par value $0.001 per share, of the company (each a "share") was converted into the right to receive $85.00 per share, net to the seller in cash (the "offer price"), without interest thereon and subject to any tax withholding. |
f2 |
pursuant to the merger agreement, each option (each an "option") that was outstanding immediately prior to the consummation of the tender offer by parent and purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the offer price over the per share exercise price payable in respect of each share issuable under such option, multiplied by (y) the number of shares issuable under such option, less any required withholding taxes. |