--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-027946" form_type: "8-K" ticker: null cik: "0001322505" company_name: "ALBIREO PHARMA, INC." filed_at: "2023-03-02T23:59:59+00:00" generated_at: "2026-06-18T14:29:42.712467+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Albireo Pharma acquired by Ipsen for $42/share plus CVR; tender offer completed, merger effective March 2, 2023 ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-027946 - form_type: 8-K - cik: 0001322505 - company_name: ALBIREO PHARMA, INC. - filed_at: 2023-03-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/tm238312d2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-027946 - JSON: https://secwatch.observer/filing/0001104659-23-027946.json - Plain text: https://secwatch.observer/filing/0001104659-23-027946.txt ## Key facts - Executive change Stephanie S. Okey, M.S. departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Michael Gutch, Ph.D. departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change David Chiswell, Ph.D. departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Aymeric Le Chatelier was appointed as Director at ALBIREO PHARMA, INC.. - Action: became director - Role: Director source text: Francois Garnier and Aymeric Le Chatelier, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Francois Garnier was appointed as Director at ALBIREO PHARMA, INC.. - Action: became director - Role: Director source text: Francois Garnier and Aymeric Le Chatelier, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Christelle Huguet was appointed as President at ALBIREO PHARMA, INC.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Jennifer Benenson was appointed as Senior Vice President at ALBIREO PHARMA, INC.. - Action: appointed - Role: Senior Vice President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Davey S. Scoon departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Habib Dable departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Craig Hopkinson, M.D. departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Ronald H.W. Cooper departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Executive change Susan Alesina departed as Director at ALBIREO PHARMA, INC.. - Action: ceased to serve - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Governance Changes ALBIREO PHARMA, INC.: Certificate of incorporation amended and restated in its entirety. - Change: charter amendment source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - Governance Changes ALBIREO PHARMA, INC.: Bylaws amended and restated in their entirety. - Change: bylaw amendment source text: and the bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1322505/000110465923027946/0001104659-23-027946-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.