8-K
filed December 2, 2024, 6:59 PM ET
CIK 0001832168
M&A
confidence high
sentiment neutral
materiality 1.00
Longboard Pharmaceuticals, Inc.: M&A transaction — Longboard acquired by H. Lundbeck for $60.00 per share; Merger completed Dec 2, 2024
Longboard Pharmaceuticals, Inc.
- Acquisition closed on Dec 2, 2024; Longboard becomes indirect wholly owned subsidiary of H. Lundbeck A/S.
- Offer expired Nov 27, 2024; 30,618,257 shares (88.6%) validly tendered; all conditions satisfied.
- Each share converted into $60.00 cash; outstanding options and RSUs cashed out at same price.
- All pre-merger directors and officers resigned; Thomas Gibbs (President), Thomas Forrester (Secretary), Markus Kede (Treasurer) appointed.
- Shares will be delisted from Nasdaq and registration terminated under Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Markus Kede was appointed as Treasurer at Longboard Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Thomas Gibbs, President; Thomas D. Forrester, Secretary; and Markus Kede, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Casey Lynch resigned as Director at Longboard Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin R. Lind, Paul Sekhri, Vincent Aurentz, Corrine Le Goff, Pharm.D., Casey Lynch and Phillip Schneider resigned and ceased to be directors of Longboard and members of any committee of Longboard’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Gibbs was appointed as Director at Longboard Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The director of Purchaser immediately prior to the Effective Time was Thomas Gibbs.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vincent Aurentz resigned as Director at Longboard Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin R. Lind, Paul Sekhri, Vincent Aurentz, Corrine Le Goff, Pharm.D., Casey Lynch and Phillip Schneider resigned and ceased to be directors of Longboard and members of any committee of Longboard’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randall Kaye resigned as other_named_officer at Longboard Pharmaceuticals, Inc..
- Action
- resigned
Exact text from the filing
each of Kevin R. Lind, Brandi Roberts, Randall Kaye, Steven Spector, and Chad Orevillo resigned as corporate officers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brandi Roberts resigned as other_named_officer at Longboard Pharmaceuticals, Inc..
- Action
- resigned
Exact text from the filing
each of Kevin R. Lind, Brandi Roberts, Randall Kaye, Steven Spector, and Chad Orevillo resigned as corporate officers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Spector resigned as other_named_officer at Longboard Pharmaceuticals, Inc..
- Action
- resigned
Exact text from the filing
each of Kevin R. Lind, Brandi Roberts, Randall Kaye, Steven Spector, and Chad Orevillo resigned as corporate officers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Gibbs was appointed as President at Longboard Pharmaceuticals, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Thomas Gibbs, President; Thomas D. Forrester, Secretary; and Markus Kede, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin R. Lind resigned as other_named_officer at Longboard Pharmaceuticals, Inc..
- Action
- resigned
Exact text from the filing
each of Kevin R. Lind, Brandi Roberts, Randall Kaye, Steven Spector, and Chad Orevillo resigned as corporate officers.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas D. Forrester was appointed as Secretary at Longboard Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
The officers of Purchaser immediately prior to the Effective Time were Thomas Gibbs, President; Thomas D. Forrester, Secretary; and Markus Kede, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Corrine Le Goff resigned as Director at Longboard Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin R. Lind, Paul Sekhri, Vincent Aurentz, Corrine Le Goff, Pharm.D., Casey Lynch and Phillip Schneider resigned and ceased to be directors of Longboard and members of any committee of Longboard’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Phillip Schneider resigned as Director at Longboard Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin R. Lind, Paul Sekhri, Vincent Aurentz, Corrine Le Goff, Pharm.D., Casey Lynch and Phillip Schneider resigned and ceased to be directors of Longboard and members of any committee of Longboard’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin R. Lind resigned as Director at Longboard Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin R. Lind, Paul Sekhri, Vincent Aurentz, Corrine Le Goff, Pharm.D., Casey Lynch and Phillip Schneider resigned and ceased to be directors of Longboard and members of any committee of Longboard’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Sekhri resigned as Director at Longboard Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin R. Lind, Paul Sekhri, Vincent Aurentz, Corrine Le Goff, Pharm.D., Casey Lynch and Phillip Schneider resigned and ceased to be directors of Longboard and members of any committee of Longboard’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chad Orevillo resigned as other_named_officer at Longboard Pharmaceuticals, Inc..
- Action
- resigned
Exact text from the filing
each of Kevin R. Lind, Brandi Roberts, Randall Kaye, Steven Spector, and Chad Orevillo resigned as corporate officers.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Longboard Pharmaceuticals, Inc.: Amended and restated the bylaws in their entirety in connection with a merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Longboard Pharmaceuticals, Inc.: Amended and restated the certificate of incorporation in its entirety in connection with a merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Longboard Pharmaceuticals, Inc. underwent a change of control involving H. Lundbeck A/S for $60.00 per Share (closed 2024-12-02).
- Action
- change of control
- Counterparty
- H. Lundbeck A/S
- Consideration
- $60.00 per Share
- Closing
- 2024-12-02
Exact text from the filing
Purchaser commenced a cash tender offer to acquire all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “ Shares ”), at a price of $60.00 per Share (the “ Offer Price ”), in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer
View on SEC.gov
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