CTI BioPharma to be acquired by Sobi for $9.10 per share in cash

CTI BIOPHARMA CORP

Offer price of $9.10 per share in cash through a tender offer and subsequent merger.
Minimum condition requires tender of shares representing >50% of outstanding plus certain convertible securities.
CTI must pay Sobi a $59 million termination fee if it accepts a superior offer.
Stockholders representing 6.7% of shares entered into a support agreement to tender their shares.
Board amended bylaws to add exclusive forum provision for Delaware Chancery Court.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CTI BIOPHARMA CORP: Board approved amendment to bylaws to add forum selection provision designating Delaware courts as exclusive forum for certain actions (effective 2023-05-09).

Change: bylaw amendment
Effective: 2023-05-09

Exact text from the filing

On May 9, 2023, CTI’s board of directors approved an amendment to the CTI’s Amended and Restated Bylaws, dated as of April 13, 2020 (as further amended, the “Bylaws”), to add a new Article XIII, Section 13.1 forum selection provision (the “Forum Selection Amendment”).

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Source: SEC EDGAR

accession 0001193125-23-140076

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