Current Report Filing (8-k)
17 November 2021 - 9:08AM
Edgar (US Regulatory)
0001616212
false
00-0000000
0001616212
2021-11-15
2021-11-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 15, 2021
TRILLIUM THERAPEUTICS INC.
(Exact name of registrant as specified in its
charter)
British Columbia, Canada
|
|
001-36596
|
|
Not applicable
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
c/o Trillium Therapeutics USA Inc.
100 CambridgePark Drive, Suite 510
Cambridge, Massachusetts, 02140
USA
(Address of principal executive offices, including
zip code)
(416) 595-0627
(Registrant's telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
¨
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Shares, no par value per share
|
TRIL
|
The Nasdaq Capital Market
|
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).
Emerging growth company ¨
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.
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 (“Pfizer”) and PF Argentum Acquisition
ULC, an unlimited liability company formed under the laws of the Province of British Columbia and an indirect, wholly-owned subsidiary
of Pfizer (“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 Pfizer 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”).
At 11:59 p.m. on November 15, 2021, the
applicable waiting periods under the Competition Act (Canada) (the “Competition Act”) and the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”) expired with respect to the transactions contemplated by
the Arrangement Agreement. Purchaser previously received notice that the investment is not reviewable under Part IV of the
Investment Canada Act. The regulatory conditions to the closing of the Arrangement have been satisfied or waived.
The closing of the Arrangement
is expected to occur on or about November 17, 2021, or as soon as possible thereafter, subject to the satisfaction of any remaining conditions
under the Arrangement Agreement. Trillium’s common shares will cease to be traded on the Nasdaq Capital Market and the Toronto Stock
Exchange following completion of the Arrangement.
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: November 16, 2021
|
Trillium Therapeutics Inc.
|
|
|
|
By:
|
/s/ James Parsons
|
|
|
Name:
|
James Parsons
|
|
|
Title:
|
Chief Financial Officer
|
Trillium Therapeutics (NASDAQ:TRIL)
Historical Stock Chart
From Jan 2025 to Feb 2025
Trillium Therapeutics (NASDAQ:TRIL)
Historical Stock Chart
From Feb 2024 to Feb 2025