TRIL Trillium Therapeutics Inc

Item 2.01.    Completion of Acquisition or Disposition of Assets.

In connection with the Arrangement, at 12:01 a.m. (Pacific Standard Time) (the “Effective Time”) on November 17, 2021 (the “Closing Date”), Purchaser acquired all of the issued and outstanding Shares of Trillium and Trillium became a wholly-owned indirect subsidiary of Pfizer.

At the Effective Time, (i) each Share outstanding immediately prior to the Effective Time other than Shares held by Purchaser and its affiliates or held by a dissenting holder of Shares who has validly exercised such holder’s dissent rights, was deemed to be assigned and transferred by the holder thereof to Purchaser in exchange for the Consideration for each Share held; (ii) each warrant to purchase or acquire Shares (a “Warrant”) outstanding immediately prior to the Effective Time (whether or not exercisable), other than Warrants held by a dissenting Warrant Holder who has validly exercised such holder’s dissent rights, was transferred from the holder thereof to Trillium in consideration for, at the holder’s election: (x) a cash payment equal to the amount by which the Consideration, in respect of each Warrant, exceeded the exercise price per Share of such Warrant, subject to applicable tax withholdings and other source deductions, or (y) a cash payment equal to the Black-Scholes value of a Warrant (as calculated pursuant to the terms and conditions of the certificate governing such Warrant), in respect of each Warrant without interest and subject to applicable tax withholdings and other source deductions, and such Warrant was cancelled immediately after its transfer; (iii) each option to purchase Shares (an “Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, was deemed to be unconditionally vested and exercisable and such Options were deemed to be assigned and transferred to Trillium in exchange for a cash payment by or on behalf of Trillium in respect of each Share subject to each Option equal to the amount (if any) by which the Consideration exceeded the exercise price of such Option, subject to applicable tax withholdings and other source deductions, and such Option was cancelled immediately after its transfer; and (iv) each deferred share unit (a “DSU”) ordinarily vested in accordance with the terms of Trillium’s omnibus incentive plan and required settlement as all of the holders of DSUs ceased to serve in their capacity as a director of Trillium and each DSU outstanding immediately prior to the Effective Time (whether vested or unvested) was settled and extinguished in consideration for a cash payment by or on behalf of Trillium equal to the Consideration, calculated with respect to the number of common shares of Trillium to which a holder of DSUs was entitled, subject to applicable tax withholdings and other source deductions, and such DSUs were cancelled and ceased to exist without any further act or formality. The aggregate consideration payable by Purchaser to acquire the Shares, Warrants, Options and DSUs outstanding immediately prior to the Effective Time (other than Shares held by Purchaser and its affiliates) is approximately $2.22 billion.

The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, a copy of which is attached as Exhibit 2.1 to Trillium’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on August 20, 2021, the terms of which are incorporated herein by reference.

The information contained in the Introductory Note and in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.