8-K
filed January 19, 2023, 6:59 PM ET
CIK 0001325879
M&A
confidence high
sentiment positive
materiality 1.00
AVEO PHARMACEUTICALS, INC.: M&A transaction — AVEO Pharmaceuticals acquired by LG Chem for $15 per share in all-cash deal; stock to be delisted
AVEO PHARMACEUTICALS, INC.
- Total aggregate consideration of ~$570.6M for shares and stock option settlement.
- Loan agreement terminated; $3.18M in prepayment and end-of-term charges paid.
- AVEO shares will be suspended from Nasdaq and deregistered with SEC.
- Board resigned; Jaywin Lee becomes sole director; new CFO named on interim basis.
- AVEO continues operations under AVEO Oncology name, led by existing CEO Michael Bailey.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jaywin Lee was appointed as Director at AVEO PHARMACEUTICALS, INC..
- Action
- became
- Role
- Director
Exact text from the filing
Jaywin Lee became the sole member of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erick Lucera was appointed as Chief Financial Officer at AVEO PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Mr. Lucera will serve as the Company’s Chief Financial Officer during a temporary transition period
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Cullen resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory Mayes resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jebediah Ledell was appointed as Executive Officer at AVEO PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Executive Officer
Exact text from the filing
each of Michael Bailey, Michael Ferraresso, Jebediah Ledell and Erick Lucera was appointed as an executive officer of the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony Evnin resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scarlett Spring resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Bate resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Bailey resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Ferraresso was appointed as Executive Officer at AVEO PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Executive Officer
Exact text from the filing
each of Michael Bailey, Michael Ferraresso, Jebediah Ledell and Erick Lucera was appointed as an executive officer of the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Corinne Epperly resigned as Director at AVEO PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kenneth Bate, Michael Bailey, Kevin Cullen, M.D., Corinne Epperly, M.D., M.P.H., Anthony Evnin, Ph.D., Gregory Mayes and Scarlett Spring submitted his or her resignation from the board directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AVEO PHARMACEUTICALS, INC.: Amended and restated certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, the restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AVEO PHARMACEUTICALS, INC.: Amended and restated second amended and restated bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
In addition, as of the Effective Time, in accordance with the Merger Agreement, the second amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Bylaws”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AVEO PHARMACEUTICALS, INC. underwent a change of control involving LG Chem, Ltd. for $15.00 per Share in cash (closed 2023-01-19).
- Action
- change of control
- Counterparty
- LG Chem, Ltd.
- Consideration
- $15.00 per Share in cash
- Closing
- 2023-01-19
Exact text from the filing
(“Merger Sub”), a Delaware corporation and an indirect wholly owned subsidiary of LG Chem, Ltd., a corporation organized and existing under the laws of the Republic of Korea (“LG Chem”), whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of LG Chem (the “Merger”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AVEO PHARMACEUTICALS, INC. terminated Amended and Restated Loan and Security Agreement with Hercules Capital, Inc. as administrative agent and collateral agent for itself and a lender valued at $3,180,000 (effective 2023-01-19).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Hercules Capital, Inc. as administrative agent and collateral agent for itself and a lender
- Value
- $3,180,000
- Effective
- 2023-01-19
Exact text from the filing
On January 19, 2023, in connection with the completion of the Merger (as defined below), AVEO Pharmaceuticals, Inc., a Delaware corporation (the “Company”), prepaid in full all amounts owing and terminated all lending commitments under the Amended and Restated Loan and Security Agreement, dated as of December 28, 2017
View on SEC.gov
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