8-K
filed January 3, 2023, 6:59 PM ET
CIK 0001720725
M&A
confidence high
sentiment neutral
materiality 1.00
Oyster Point Pharma, Inc.: M&A transaction — Viatris acquires Oyster Point Pharma for $11/sh cash plus CVR; deal closed Jan 3, 2023
Oyster Point Pharma, Inc.
- Viatris completes acquisition of Oyster Point for $11.00/sh cash plus CVR up to $2.00/sh.
- Total cash consideration ~$298.8M (excluding CVR); OrbiMed debt of ~$298.8M repaid in full.
- Approx. 85.3% of shares validly tendered prior to offer expiration; remaining shares converted in merger.
- CVR milestones: $1/sh if 2022 net rev ≥$21.6M and Rxs ≥131,822; $2/sh if ≥$24.0M and 146,469 Rxs.
- All pre-merger directors resigned; Oyster Point to be delisted from Nasdaq (symbol OYST).
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Clare Ozawa resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael G. Atieh resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Murray resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Benjamin Tsai resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Aimee Weisner resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ali Behbahani resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Nau resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
George Eliades resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Santel resigned as Director at Oyster Point Pharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, each of Jeffrey Nau, Donald Santel, Michael G. Atieh, Ali Behbahani, Mark Murray, Clare Ozawa, Benjamin Tsai, Aimee Weisner, and George Eliades resigned as a member of the board of directors of Oyster Point (the “Board”) and from all committees of the Board on which such director served, effective as of the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Oyster Point Pharma, Inc. underwent a change of control involving Viatris Inc. for $11.00 per share in cash plus one contingent value right payment per share (closed 2023-01-03).
- Action
- change of control
- Counterparty
- Viatris Inc.
- Consideration
- $11.00 per share in cash plus one contingent value right payment per share
- Closing
- 2023-01-03
Exact text from the filing
(the “Offer”) to acquire all of the outstanding shares of common stock of Oyster Point, par value $0.001 per share (the shares thereof being referred to as the “Shares”) for (i) $11.00 per share in cash (the “Cash Amount”) plus (ii) the right to receive one contingent value right payment (“CVR)” per share, which represents the right to receive a Milestone
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Oyster Point Pharma, Inc. terminated OrbiMed Credit Agreement with OrbiMed Royalty & Credit Opportunities III, LP valued at approximately $298.8 million (effective 2023-01-03).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- OrbiMed Royalty & Credit Opportunities III, LP
- Value
- approximately $298.8 million
- Effective
- 2023-01-03
Exact text from the filing
On January 3, 2023 and in connection with the consummation of the Offer (as defined below) and the Merger (as defined below), Oyster Point Pharma, Inc. (“Oyster Point”) prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under the Credit Agreement and Guaranty, dated as of August 5, 2021, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and OrbiMed Royalty & Credit Opportunities III, LP (as amended from time to time, the “OrbiMed Credit Agreement”). The aggregate payoff amount was approximately $298.8 million (the “Payoff Amount”) and, upon payment of the Payoff Amount, the obligations of Oyster Point to the lenders thereunder were satisfied in full, the OrbiMed Credit Agreement and all related loan documents were terminated and all liens and security interests granted thereunder were released and terminated.
View on SEC.gov
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