8-K
filed March 2, 2023, 6:59 PM ET
CIK 0001322505
M&A
confidence high
sentiment neutral
materiality 1.00
ALBIREO PHARMA, INC.: M&A transaction — Albireo Pharma acquired by Ipsen for $42/share plus CVR; tender offer completed, merger effective March 2, 2023
ALBIREO PHARMA, INC.
- Tender offer expired March 1, 2023; 12,229,316 shares (59%) validly tendered, plus 5,618,538 (27%) by guaranteed delivery.
- Aggregate closing amount approximately $880 million; each share converted to $42.00 cash plus one CVR worth up to $10.00.
- Merger completed under DGCL Section 251(h); Albireo now wholly owned subsidiary of Ipsen Biopharmaceuticals.
- Nasdaq trading suspended as of March 2, 2023; company to file Form 15 to deregister shares and suspend SEC reporting.
- Board and officers replaced: Francois Garnier and Aymeric Le Chatelier become directors; Christelle Huguet and Jennifer Benenson become officers.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephanie S. Okey, M.S. departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Gutch, Ph.D. departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Chiswell, Ph.D. departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aymeric Le Chatelier was appointed as Director at ALBIREO PHARMA, INC..
- Action
- became director
- Role
- Director
Exact text from the filing
Francois Garnier and Aymeric Le Chatelier, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Francois Garnier was appointed as Director at ALBIREO PHARMA, INC..
- Action
- became director
- Role
- Director
Exact text from the filing
Francois Garnier and Aymeric Le Chatelier, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christelle Huguet was appointed as President at ALBIREO PHARMA, INC..
- Action
- appointed
- Role
- President
Exact text from the filing
Christelle Huguet, Jennifer Benenson, Elliot Beimel, Heather White, Alan Sokaler, Ronald H.W. Cooper, Simon Harford, Pamela Stephenson, Jan Mattson, Ph.D., Martha Carter, Jason Duncan, Michelle Graham and Paul Streck, M.D. were appointed as President, Senior Vice President, North America General Counsel, and Secretary, Vice President, Finance North America, and Treasurer, Senior Vice President, Clinical Development Operations R&D, Senior Director, Tax, Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Scientific Officer, Chief Regulatory Officer, General Counsel, Chief Human Resources Officer and Chief Medical Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Benenson was appointed as Senior Vice President at ALBIREO PHARMA, INC..
- Action
- appointed
- Role
- Senior Vice President
Exact text from the filing
Christelle Huguet, Jennifer Benenson, Elliot Beimel, Heather White, Alan Sokaler, Ronald H.W. Cooper, Simon Harford, Pamela Stephenson, Jan Mattson, Ph.D., Martha Carter, Jason Duncan, Michelle Graham and Paul Streck, M.D. were appointed as President, Senior Vice President, North America General Counsel, and Secretary, Vice President, Finance North America, and Treasurer, Senior Vice President, Clinical Development Operations R&D, Senior Director, Tax, Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Scientific Officer, Chief Regulatory Officer, General Counsel, Chief Human Resources Officer and Chief Medical Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Davey S. Scoon departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Habib Dable departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig Hopkinson, M.D. departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ronald H.W. Cooper departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Alesina departed as Director at ALBIREO PHARMA, INC..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company’s Board of Directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ALBIREO PHARMA, INC.: Certificate of incorporation amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time,
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ALBIREO PHARMA, INC.: Bylaws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
and the bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ALBIREO PHARMA, INC. underwent a change of control involving Ipsen Biopharmaceuticals, Inc. for $42.00 per Share in cash (closed 2023-03-02).
- Action
- change of control
- Counterparty
- Ipsen Biopharmaceuticals, Inc.
- Consideration
- $42.00 per Share in cash
- Closing
- 2023-03-02
Exact text from the filing
Merger Sub commenced a tender offer (the “ Offer ”) to acquire all of the outstanding shares of common stock of the Company, $0.01 par value per share (the “ Shares ”), for (i) $42.00 per Share in cash, without interest (the “ Closing Amount ”), plus (ii) one (1) non-transferable contractual contingent value right per Share (a “ CVR ”), representing the right
View on SEC.gov
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