On October 9,2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with UCB S.A. ("UCB") and Franq Merger Sub, Inc. ("Franc") an indirect wholly owned subsidiary of UCB, relating to, among other things, the merger of Franc with the Issuer, with the Issuer surviving as a wholly owned subsidiary of UCB. In connection with the Merger Agreement, NEA 13, Douglas A. Treco and Ra Capital Management, LLC (each a "Stockholder" and together the "Stockholders") entered into a voting and support agreement (the "Voting Agreement") with UCB pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions of the Voting Agreement, to vote their shares of Common Stock in favor of the adoption of the Merger Agreement and against certain competing transactions. Subject to certain exceptions, the Voting Agreement prohibits transfers by the Stockholders of any of their shares of Common Stock prior to the termination of the Voting Agreement and certain other actions that would impair the ability of the Stockholders to fulfill their obligations under the Voting Agreement. The Voting Agreement will automatically terminate upon certain events, including the termination of the Merger Agreement. The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
NEA 13 holds a total of 6,135,234 shares of the Issuers Common Stock (the "NEA 13 Shares"). The Stockholders held, in the aggregate, approximately 24% of the Issuers Common Stock as of October 8,2019.
Subject to the terms of the Voting Agreement and depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 13 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuers business or corporate structure;
(g)
Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j)
Any action similar to any of those enumerated above.
See the Schedule 13D or 13G (or an amendment thereto to the extent any material change in the facts set forth in any Schedule 13D or 13G previously filed by any other Stockholder has occurred) filed, or that the Reporting Persons anticipate will be filed, separately by each Stockholder, which includes, or will include, information regarding the other Stockholders jurisdiction of organization, principal business and address of principal office.
CUSIP No. 74933V108
13D
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