Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by Osiris Therapeutics, Inc., a Maryland corporation (the
Company
), with the Securities and Exchange Commission (the
SEC
) on March 12, 2019, the Company entered into an Agreement and Plan of Merger (the
Agreement
), dated as of March 12, 2019, with Smith & Nephew Consolidated, Inc., a Delaware corporation (
Parent
), Papyrus Acquisition Corp., a Maryland corporation and a direct subsidiary of Parent (
Sub
) and, solely for the purposes of
Section 7.02
and
Article XI
thereof, Smith & Nephew plc, an English public limited company (
Parent Holdco
). Pursuant to the Agreement, on March 20, 2019, Sub commenced a cash tender offer for all of the Companys outstanding shares of common stock, par value $0.001 per share (
Shares
), at a purchase price of $19.00 per Share (the
Offer Price
), in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 20, 2019 (as amended or supplemented from time to time, the
Offer to Purchase
) and in the related Form of Letter of Transmittal (the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO originally filed with the SEC by Parent Holdco, Parent and Sub on March 20, 2019.
The Offer and withdrawal rights expired at 12:01 a.m., New York City time, on April 17, 2019 (the
Expiration Time
). Equiniti Trust Company, in its capacity as depositary and paying agent for the Offer (the
Depositary and Paying Agent
), has advised Parent and Sub that, as of the Expiration Time, a total of 21,079,693 Shares (not including 416,982 Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 61% of the outstanding Shares. All conditions to the Offer having been satisfied, on April 17, 2019, Sub accepted for payment (such time of acceptance for payment, the
Acceptance Time
) all Shares validly tendered and not withdrawn prior to the Expiration Time, and payment of the Offer Price for such Shares will be made by the Depositary and Paying Agent.
On April 17, 2019 (the
Closing Date
), pursuant to the terms of the Agreement, Sub merged with and into the Company, with the Company surviving as a direct subsidiary of Parent (the
Merger
). The Merger was effected without a vote of the Company stockholders in accordance with Section 3-106.1 of the Maryland General Corporation Law (the
MGCL
).
At the effective time of the Merger (the
Effective Time
), each issued and outstanding Share (other than Shares owned by Sub or any subsidiary of the Company) was canceled and converted into the right to receive the Offer Price, in cash, without interest, subject to any required withholding of taxes (the
Merger Consideration
).
Each stock option outstanding immediately prior to the Effective Time, whether or not vested, was canceled at the Effective Time and converted into the right to receive (i) the excess, if any, of (A) the Offer Price over (B) the exercise price per Share subject to such stock option multiplied by (ii) the number of Shares subject to the stock option immediately prior to the Effective Time.
The aggregate consideration paid in the Offer and the Merger was approximately $660 million, excluding related transaction fees and expenses. Parent provided Sub with the necessary funds to fund the Offer and the Merger through a combination of its cash on hand and borrowing under Parent Holdcos revolving credit facility.
The foregoing summary description of the Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the terms of the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 12, 2019 and is incorporated herein by reference.