8-K
filed December 14, 2023, 6:59 PM ET
CIK 0001060736
M&A
confidence high
sentiment neutral
materiality 1.00
Seagen Inc.: M&A transaction — Pfizer completes $229.00/share acquisition of Seagen; Seagen delisted from Nasdaq
Seagen Inc.
- Merger closed December 14, 2023; Seagen becomes wholly owned subsidiary of Pfizer.
- Each Seagen common share converted into the right to receive $229.00 in cash.
- Seagen common stock ceased trading and will be delisted from Nasdaq; Form 15 to be filed to suspend SEC reporting.
- All prior directors and named executive officers (CEO, CFO, etc.) ceased; new directors and President appointed by Pfizer.
- Seagen charter and bylaws amended and restated in connection with the merger.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jean I. Liu departed as Chief Legal Officer at Seagen Inc..
- Action
- ceased
- Role
- Chief Legal Officer
Exact text from the filing
David R. Epstein, Todd E. Simpson, Roger Dansey, Jean I. Liu, Chip R. Romp and Vaughn B. Himes ceased to be the Chief Executive Officer, Chief Financial Officer, President, Research and Development, Chief Legal Officer, Executive Vice President, Commercial U.S. and Chief Technical Officer, respectively, of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Vaughn B. Himes departed as Chief Technical Officer at Seagen Inc..
- Action
- ceased
- Role
- Chief Technical Officer
Exact text from the filing
David R. Epstein, Todd E. Simpson, Roger Dansey, Jean I. Liu, Chip R. Romp and Vaughn B. Himes ceased to be the Chief Executive Officer, Chief Financial Officer, President, Research and Development, Chief Legal Officer, Executive Vice President, Commercial U.S. and Chief Technical Officer, respectively, of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Todd E. Simpson departed as Chief Financial Officer at Seagen Inc..
- Action
- ceased
- Role
- Chief Financial Officer
Exact text from the filing
David R. Epstein, Todd E. Simpson, Roger Dansey, Jean I. Liu, Chip R. Romp and Vaughn B. Himes ceased to be the Chief Executive Officer, Chief Financial Officer, President, Research and Development, Chief Legal Officer, Executive Vice President, Commercial U.S. and Chief Technical Officer, respectively, of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Chip R. Romp departed as Executive Vice President, Commercial U.S. at Seagen Inc..
- Action
- ceased
- Role
- Executive Vice President, Commercial U.S.
Exact text from the filing
David R. Epstein, Todd E. Simpson, Roger Dansey, Jean I. Liu, Chip R. Romp and Vaughn B. Himes ceased to be the Chief Executive Officer, Chief Financial Officer, President, Research and Development, Chief Legal Officer, Executive Vice President, Commercial U.S. and Chief Technical Officer, respectively, of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Alison O’Neill was appointed as Director at Seagen Inc..
- Action
- became
- Role
- Director
Exact text from the filing
At the Effective Time, Deborah Baron and Alison O’Neill, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Chris Boshoff was appointed as President at Seagen Inc..
- Action
- became
- Role
- President
Exact text from the filing
Chris Boshoff became the President of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Roger Dansey departed as President, Research and Development at Seagen Inc..
- Action
- ceased
- Role
- President, Research and Development
Exact text from the filing
David R. Epstein, Todd E. Simpson, Roger Dansey, Jean I. Liu, Chip R. Romp and Vaughn B. Himes ceased to be the Chief Executive Officer, Chief Financial Officer, President, Research and Development, Chief Legal Officer, Executive Vice President, Commercial U.S. and Chief Technical Officer, respectively, of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Deborah Baron was appointed as Director at Seagen Inc..
- Action
- became
- Role
- Director
Exact text from the filing
At the Effective Time, Deborah Baron and Alison O’Neill, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David R. Epstein departed as Chief Executive Officer at Seagen Inc..
- Action
- ceased
- Role
- Chief Executive Officer
Exact text from the filing
David R. Epstein, Todd E. Simpson, Roger Dansey, Jean I. Liu, Chip R. Romp and Vaughn B. Himes ceased to be the Chief Executive Officer, Chief Financial Officer, President, Research and Development, Chief Legal Officer, Executive Vice President, Commercial U.S. and Chief Technical Officer, respectively, of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Seagen Inc.: Merger resulted in amendment and restatement of certificate of incorporation and bylaws.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, in accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and by-laws 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
Seagen Inc. underwent a change of control involving Pfizer Inc. for $229.00 per share (closed 2023-12-14).
- Action
- change of control
- Counterparty
- Pfizer Inc.
- Consideration
- $229.00 per share
- Closing
- 2023-12-14
Exact text from the filing
the General Corporation Law of the State of Delaware with respect to such Common Shares) were converted into the right to receive (without interest) an amount in cash equal to $229.00 (the “ Merger Consideration ”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company became a wholly owned subsidiary of Pfizer at
View on SEC.gov
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