8-K
filed March 7, 2024, 6:59 PM ET
CIK 0001990550
M&A
confidence high
sentiment neutral
materiality 1.00
Ambrx Biopharma, Inc.: M&A transaction — Johnson & Johnson completes acquisition of Ambrx Biopharma for $2.0B; shareholders receive $28.00/share
Ambrx Biopharma, Inc.
- Merger completed on March 7, 2024; each Ambrx share converted into $28.00 cash, no interest.
- Johnson & Johnson paid ~$2.0B equity value ($1.9B net of cash acquired) from cash on hand.
- Nasdaq trading halted March 7; shares to be delisted and deregistered under Exchange Act.
- CEO Daniel O'Connor ceased employment post-merger; entitled to severance and accelerated $10.5M restricted cash award.
- All six directors resigned; Johan Verbeeck and Allen Y. Kim became directors of surviving entity.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Johan Verbeeck was appointed as Director at Ambrx Biopharma, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Johan Verbeeck and Allen Y. Kim.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Margaret R. Dalesandro resigned as Director at Ambrx Biopharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Stephen C. Glover resigned as Director at Ambrx Biopharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Daniel J. O'Connor departed as President and Chief Executive Officer at Ambrx Biopharma, Inc..
- Action
- ceased to be employed
- Role
- President and Chief Executive Officer
Exact text from the filing
Immediately following the consummation of the Merger, Mr. O’Connor, the Company’s President and Chief Executive Officer, ceased to be employed with the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Daniel J. O'Connor resigned as Director at Ambrx Biopharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Janet Loesberg resigned as Director at Ambrx Biopharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kate Hermans resigned as Director at Ambrx Biopharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Paul V. Maier resigned as Director at Ambrx Biopharma, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Allen Y. Kim was appointed as Director at Ambrx Biopharma, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
The directors of Merger Sub immediately prior to the Effective Time were Johan Verbeeck and Allen Y. Kim.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Ambrx Biopharma, Inc.: Amended and restated certificate of incorporation in connection with merger effective time.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Annex A to the Merger Agreement (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
Ambrx Biopharma, Inc.: Amended and restated bylaws in connection with merger effective time.
- Change
- bylaw amendment
Exact text from the filing
In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced by references to the name of the Surviving Corporation and the indemnification provisions were conformed to the indemnification provisions of the Company’s bylaws as in effect immediately prior to the Effective Time (the “ Amended and Restated Bylaws ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ambrx Biopharma, Inc. underwent a change of control involving Johnson & Johnson for $28.00 per share (closed 2024-03-07).
- Action
- change of control
- Counterparty
- Johnson & Johnson
- Consideration
- $28.00 per share
- Closing
- 2024-03-07
Exact text from the filing
pursuant to the Merger Agreement and Company Shares with respect to which appraisal rights had been exercised) was converted into the right to receive cash in an amount equal to $28.00 per share (the “ Merger Consideration ”), without interest and less any applicable withholdings. Pursuant to the Merger Agreement, at the Effective Time: • Each option to purchase
View on SEC.gov
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