Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other
Events.
Litigation Relating to the Arrangement
As previously
disclosed, on August 20, 2021, Trillium Therapeutics Inc., a corporation existing under the laws of the Province of British Columbia
(“Trillium”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Pfizer Inc., a
Delaware corporation and PF Argentum Acquisition ULC, a corporation formed under the laws of the Province of British Columbia (“Purchaser”),
under which Purchaser will acquire all of the issued and outstanding common shares and preferred shares (collectively, the “Shares”)
of Trillium not owned by Purchaser and its affiliates for $18.50 per Share in cash, by way of a plan of arrangement under the Business
Corporations Act (British Columbia) (the “Arrangement”).
On September 28, 2021, in connection with the
Arrangement, a complaint, Fishwick v. Trillium Therapeutics Inc., et al., 1:21-cv-08036, was filed by purported Trillium shareholder
Craig Fishwick against Trillium and its board of directors in the U.S. District Court for the Southern District of New York. Additional
cases were filed by purported individual shareholders in the same court against the same defendants between September 28, 2021 and October
15, 2021, captioned Genovese v. Trillium Therapeutics Inc., et al., 1:21-cv-08061, Accad v. Trillium Therapeutics Inc.,
et al., 1:21-cv-08089, Presley v. Trillium Therapeutics Inc., et al., 1:21-cv-08216, Parshall v. Trillium Therapeutics
Inc., et al., 1:21-cv-08454, Jones v. Trillium Therapeutics Inc., et al., 1:21-cv-08472, and Smith v. Trillium Therapeutics
Inc., et al., 1:21-cv-08520. On October 15, 2021, a similar complaint, Hughes v. Trillium Therapeutics Inc. et al., 1:21-cv-05768,
was filed in the U.S. District Court for the Eastern District of New York. Also on October 15, 2021, a similar complaint, Whitfield
v. Trillium Therapeutics Inc., et al., 2:21-cv-04534, was filed in the U.S. District Court for the Eastern District of Pennsylvania.
The Fishwick, Genovese, Accad,
Presley, Parshall, Jones, Smith, Hughes, and Whitfield cases are collectively referred to as the “Arrangement
actions.” The Arrangement actions generally allege that the Schedule 14A Definitive Proxy Statement filed by Trillium with the Securities
and Exchange Commission (the “SEC”) on September 27, 2021 (the “Definitive Proxy Statement”) misrepresents and/or
omits certain purportedly material information relating to financial projections, the analyses performed by Centerview Partners LLC, and
potential conflicts of interest of Trillium’s officers and directors. The Arrangement actions assert violations of Section 14(a)
of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder against Trillium and its
directors and violations of Section 20(a) of the Exchange Act against Trillium’s board of directors. The Arrangement actions seek,
among other things: an injunction enjoining consummation of the Arrangement, rescission of the Arrangement agreement, damages, costs of
the action, including plaintiff’s attorneys’ fees and experts’ fees and expenses, a declaration that Trillium and its
directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and any other relief the court
may deem just and proper. Trillium believes that the claims asserted in the Arrangement actions are without merit.
It is possible that additional similar complaints
could be filed in connection with the Arrangement.
While Trillium believes that the disclosures set
forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in the Arrangement actions, in
order to moot plaintiffs’ disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information
to its stockholders, Trillium has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement related to
plaintiffs’ claims with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the
Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the
disclosures set forth herein. To the contrary, Trillium specifically denies all allegations in the Arrangement actions that any additional
disclosure was or is required or material.
All page references used herein refer to pages
in the Definitive Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures, and capitalized terms
used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. Underlined and bolded text shows
text being added to a referenced disclosure in the Definitive Proxy Statement and stricken-through text shows text being deleted from
a referenced disclosure in the Definitive Proxy Statement. Except as specifically noted herein, the information set forth in the Definitive
Proxy Statement remains unchanged.
Supplemental Disclosures to Definitive Proxy
Statement
The disclosure under the heading “Selected
Public Company Analysis” is hereby amended and supplemented by replacing the third full paragraph on page 32 of the Definitive
Proxy Statement in its entirety with the following:
Based on its analysis and other considerations
that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of Enterprise Values
for Trillium of $500 million to $1.5 billion. In selecting this range of Enterprise Values, Centerview made qualitative judgments
based on its experience and professional judgment concerning differences between the business, financial and operating characteristics
of Trillium and the selected companies that could affect their public trading values in order to provide a context in which to consider
the results of the quantitative analysis. Applying this range of Enterprise Values, adding to it Trillium’s net cash and cash equivalents
of $265 million as of June 30, 2021, as set forth in the Internal Data, and subtracting the estimated settlement value of the
6.47 million outstanding Warrants, as set forth in the Internal Data, and dividing by the number of fully-diluted outstanding Shares
(calculated based on approximately 104.8 million Common Shares, approximately 6.8 million First Preferred Shares, approximately
1.2 million deferred stock units and, determined using the treasury stock method, the dilutive impact of
approximately 6.0 million and taking into account outstanding in-the-money options with
a weighted average exercise price of $8.09) as of August 18, 2021, as set forth in the Internal Data, resulted in an implied
per share equity value range for the Common Shares of approximately $6.35 to $14.50, rounded to the nearest $0.05. Centerview then compared
this range to the consideration to be paid to the holders of Common Shares (other than Excluded Shares) of $18.50 per Common Share.
The disclosure under the heading “Other
Factors” is hereby amended and supplemented by replacing the sixth full paragraph on page 34 of the Definitive Proxy Statement
in its entirety with the following:
Analyst Price Target Analysis: Centerview reviewed
share price targets for the Common Shares in selected publicly available Wall Street research analyst reports as of August 20, 2021, and
observed which indicated low and high price targets ranging from $14.00 to $24.00 per Common Share from
seven Wall Street analysts; and
The disclosure under the heading “Other
Factors” is hereby amended and supplemented by replacing the seventh full paragraph on page 34 of the Definitive Proxy Statement
in its entirety with the following:
Premiums Paid Analysis: Centerview performed
an analysis of premiums paid in sixteen selected transactions from January 2017 through June 2021 involving publicly traded
biopharmaceutical companies for which premium data was available. The premiums in this analysis were calculated by comparing the per
share acquisition price in each transaction (excluding any contingent consideration) to the closing price of the target
company’s common shares for the date one day prior to the date on which the trading price of the target’s common shares
was perceived to be affected by a potential transaction, reflecting a range of premiums
of 20% to 172% and a median premium of 79%. Based on the analysis above and other considerations that Centerview deemed
relevant in its professional judgment, Centerview applied a range of 65% to 95% to Trillium’s closing share price on August
20, 2021 (the last trading day before the public announcement of the Arrangement) of $6.09, which resulted in an implied price range
of approximately $10.05 to $11.90 per Common Share, rounded to the nearest $0.05.
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this
report contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and
forward-looking information under Canadian securities law (collectively, “forward-looking statements”). Certain
statements in this report may constitute forward-looking statements, which reflect the expectations of Trillium’s management
regarding the business prospects and opportunities of Trillium and the Arrangement. The use of words such as “may,”
“will,” “could,” “should,” “expects,” “intends,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “projects,”
“seeks,” “endeavor,” “potential,” “continue” or the negative of such words or other
similar expressions can be used to identify forward-looking statements. Trillium’s actual results could differ materially from
those stated or implied in forward-looking statements due to a number of factors including but not limited to risks related to the
satisfaction or waiver of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory,
court and Trillium’s securityholder approvals) in the anticipated timeframe or at all, including the possibility that the
proposed transaction does not close; the response of business partners and competitors to the announcement of the proposed
transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed
transaction; significant transaction costs; and unknown liabilities and the risk of litigation and/or regulatory actions related to
the proposed transaction. Please also refer to the factors discussed under “Risk Factors” and “Special Note
Regarding Forward-looking Information” in Trillium’s Annual Report on Form 10-K for the year ended December 31, 2020,
with the SEC, each as updated by Trillium’s continuous disclosure filings, which are available at www.sec.gov and at
www.sedar.com.
Forward-looking statements involve significant
risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications
of whether or not or the times at or by which such performance or results will be achieved. All forward-looking statements herein are
qualified in their entirety by this cautionary statement and are made as of the date of this document. Trillium disclaims any obligation
to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future results, events or developments, except as required by law.
Additional Information about the Arrangement
and Where to Find It
This communication is not intended to and does
not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote, consent or approval in any jurisdiction, nor shall there by any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. This communication has been prepared in respect of the transaction
involving Trillium, Pfizer and Purchaser pursuant to the terms of the Arrangement Agreement, and may be deemed to be soliciting material
relating to the transaction. In connection with the transaction, Trillium filed the definitive management information circular and proxy
statement relating to a special meeting of the securityholders with the SEC and Canadian Securities Administrators (“CSA”)
on September 27, 2021. Additionally, Trillium may file other relevant materials in connection with the transaction with the SEC. Securityholders
of Trillium are urged to read the definitive management information circular and proxy statement and/or consent solicitation documents
regarding the transaction and any other relevant materials that may be filed with the SEC, as well as any amendments or supplements to
these documents, carefully in their entirety before making any voting or investment decision with respect to the transaction because they
contain or will contain important information about the transaction and the parties to the Arrangement Agreement. The definitive management
information circular and proxy statement was first mailed to holders of Trillium’s securityholders on or about October 4, 2021.
Securityholders will be able to obtain a copy of the definitive management information circular and proxy statement, as well as other
filings containing information about the transaction and the parties to the Arrangement Agreement made by Trillium with the SEC and CSA
free of charge on EDGAR at www.sec.gov, on SEDAR at www.sedar.com, or on Trillium’s website at www.trilliumtherapeutics.com.
Information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated into and
does not constitute a part of this document. We have included these website addresses only as inactive textual references and do not intend
them to be active links.
Participants in the Solicitation
Trillium and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the securityholders of Trillium in respect of the transaction. Information about Trillium’s
directors and executive officers is set forth in the proxy statement and management information circular for Trillium’s Annual General
and Special Meeting of Shareholders, which was filed with the SEC and CSA on April 30, 2021. Investors may obtain additional information
regarding the interest of such participants by reading the definitive management information circular and proxy statement and other relevant
materials to be filed with the SEC regarding the Arrangement. Investors and stockholders should read the definitive management information
circular and proxy statement carefully before making any voting or investment decisions. Investors may obtain free copies of these documents
using the sources indicated above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 19, 2021
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Trillium Therapeutics Inc.
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By:
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/s/ James Parsons
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Name: James Parsons
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Title: Chief Financial Officer
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