8-K
filed May 20, 2024, 7:59 PM ET
CIK 0001626199
M&A
confidence high
sentiment neutral
materiality 1.00
ALPINE IMMUNE SCIENCES, INC.: M&A transaction — Vertex completes $5B acquisition of Alpine Immune Sciences at $65/share, Alpine to be delisted
ALPINE IMMUNE SCIENCES, INC.
- Approximately 87% of shares tendered; Merger Sub accepted all validly tendered shares on May 18, closed May 20.
- Each Alpine share converted to $65 cash; total equity value of ~$5B funded by Vertex's cash on hand.
- Alpine terminated ESPP, stock plans, and at-the-market sales agreement with Cowen, effective May 30.
- All prior directors and officers removed; Charles Wagner appointed as sole director; Reshma Kewalramani, Wagner, and Jonathan Biller as officers.
- Nasdaq trading halted May 17; delisting and deregistration of shares under Section 12(b) initiated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James N. Topper departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Wagner was appointed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
The director of Merger Sub immediately prior to the Effective Time was Charles Wagner.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Peetz departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles Wagner was appointed as Treasurer at ALPINE IMMUNE SCIENCES, INC..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Reshma Kewalramani as President, Charles Wagner as Treasurer and Jonathan Biller as Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jörn Drappa departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Biller was appointed as Secretary at ALPINE IMMUNE SCIENCES, INC..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Reshma Kewalramani as President, Charles Wagner as Treasurer and Jonathan Biller as Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Reshma Kewalramani was appointed as President at ALPINE IMMUNE SCIENCES, INC..
- Action
- appointed
- Role
- President
Exact text from the filing
The officers of Merger Sub immediately prior to the Effective Time were Reshma Kewalramani as President, Charles Wagner as Treasurer and Jonathan Biller as Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Thompson departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Conway departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Natasha Hernday departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mitchell H. Gold departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Min Cui departed as Director at ALPINE IMMUNE SCIENCES, INC..
- Action
- ceased
- Role
- Director
Exact text from the filing
As of the Effective Time, Mitchell H. Gold, Robert Conway, Min Cui, Natasha Hernday, Christopher Peetz, Peter Thompson, James N. Topper and Jörn Drappa each ceased to be directors of the Company and members of any committee of the Company’s board of directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ALPINE IMMUNE SCIENCES, INC. underwent a change of control involving Vertex Pharmaceuticals Incorporated for $65.00 per share in cash (closed 2024-05-20).
- Action
- change of control
- Counterparty
- Vertex Pharmaceuticals Incorporated
- Consideration
- $65.00 per share in cash
- Closing
- 2024-05-20
Exact text from the filing
cash tender offer (the “ Offer ”) to purchase all of the issued and outstanding shares of common stock of the Company, par value $0.001 per share (the “ Shares ”), at a price of $65.00 per share (the “ Offer Price ”), net to the seller in cash, without interest thereon and subject to any applicable tax withholding, on the terms and subject to the conditions set
View on SEC.gov
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