8-K
filed March 6, 2023, 6:59 PM ET
CIK 0001367920
M&A
confidence high
sentiment neutral
materiality 0.75
CONCERT PHARMACEUTICALS, INC.: M&A transaction — Sun Pharma completes acquisition of Concert Pharmaceuticals for $8.00/share plus CVRs
CONCERT PHARMACEUTICALS, INC.
- Offer expired with 48,220,511 shares tendered (~75.2%); all conditions satisfied, merger effective March 6, 2023.
- Concert stockholders receive $8.00 per share plus one CVR per share; CVRs pay up to $3.50 per CVR based on deuruxolitinib net sales milestones.
- CVR milestones: $1.00 if net sales exceed $100M by March 31, 2027; $2.50 if net sales exceed $500M by Dec 31, 2029.
- Concert's common stock delisted from Nasdaq; directors and officers (including CEO Roger Tung) resigned, replaced by Sun Pharma appointees.
- Transaction bonuses of $50,000 each approved for CFO Marc Becker and Chief Development Officer James Cassella.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christine van Heek departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James V. Cassella resigned as Chief Development Officer at CONCERT PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Chief Development Officer
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey A. Munsie resigned as Chief Legal Officer and Secretary at CONCERT PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Chief Legal Officer and Secretary
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard H. Aldrich departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jesper Høiland departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wilfred E. Jaeger departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc A. Becker resigned as Chief Financial Officer and Treasurer at CONCERT PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Chief Financial Officer and Treasurer
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zvi Albert was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC..
- Action
- appointed
Exact text from the filing
The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas G. Auchincloss, Jr. departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erik Zwicker was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC..
- Action
- appointed
Exact text from the filing
The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Abhay Gandhi was appointed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Purchaser immediately prior to the Effective Time were Abhay Gandhi and Sudhir Valia.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roger D. Tung resigned as President and Chief Executive Officer at CONCERT PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nancy Stuart resigned as Chief Operating Officer at CONCERT PHARMACEUTICALS, INC..
- Action
- resigned
- Role
- Chief Operating Officer
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Barton Hutt departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Abhay Gandhi was appointed as other_named_officer at CONCERT PHARMACEUTICALS, INC..
- Action
- appointed
Exact text from the filing
The executive officers of Purchaser immediately prior to the Effective Time were Abhay Gandhi, Zvi Albert and Erik Zwicker.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sudhir Valia was appointed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
The directors of Purchaser immediately prior to the Effective Time were Abhay Gandhi and Sudhir Valia.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Roger D. Tung departed as Director at CONCERT PHARMACEUTICALS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
As of the Effective Time, (i) Richard H. Aldrich, Thomas G. Auchincloss, Jr., Jesper Høiland, Peter Barton Hutt, Wilfred E. Jaeger, Roger D. Tung and Christine van Heek each ceased to be directors of Concert and members of any committee of Concert’s board of directors, and (ii) Roger D. Tung, Marc A. Becker, James V. Cassella, Jeffrey A. Munsie and Nancy Stuart resigned as President and Chief Executive Officer, Chief Financial Officer and Treasurer, Chief Development Officer, Chief Legal Officer and Secretary, and Chief Operating Officer, respectively.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CONCERT PHARMACEUTICALS, INC.: Amended and restated the company's by-laws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Concert’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CONCERT PHARMACEUTICALS, INC. underwent a change of control involving Sun Pharmaceutical Industries Ltd. for $8.00 per share of Company Common Stock in cash, plus one contingent value right per share (closed 2023-03-06).
- Action
- change of control
- Counterparty
- Sun Pharmaceutical Industries Ltd.
- Consideration
- $8.00 per share of Company Common Stock in cash, plus one contingent value right per share
- Closing
- 2023-03-06
Exact text from the filing
urities and Exchange Commission (the “SEC”) on January 19, 2023, by Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Concert”), Concert entered into an Agreement and Plan of Merger, dated January 19, 2023 (the “Merger Agreement”), with Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“Parent” or “Sun Pharma”), and Foliage Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”).
View on SEC.gov
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