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Note 13 Subsequent Even
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Subsequent Events [Text Block]
Note
13
 — Subsequent Event
 
Agreement and Plan of Merger
 
On
January 
21,
2018,
 BioCryst, Idera Pharmaceuticals, Inc. (“Idera”), a Delaware corporation, Nautilus Holdco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of BioCryst (“Holdco”), Island Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub A”), and Boat Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub B”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (a) Merger Sub A shall be merged with and into Idera (the “Idera Merger”), with Idera surviving as a wholly owned subsidiary of Holdco, and (b) Merger Sub B shall be merged with and into BioCryst (the “BioCryst Merger”, and, together with the Idera Merger, the “Mergers”), with BioCryst surviving as a wholly owned subsidiary of Holdco. Holdco will be renamed prior to the closing of the Mergers.
 
Pursuant to the Merger Agreement,
u
pon completion of the Mergers, each issued and outstanding share of Idera common stock will be converted into the right to receive
0.20
shares of Holdco common stock (the "Idera exchange ratio"), and each issued and outstanding share of BioCryst common stock will be converted into the right to receive
0.50
shares of Holdco common stock (the "BioCryst exchange ratio" and together with the Idera exchange ratio, the "exchange ratios"). The exchange ratios will
not
be adjusted for changes in the market price of either BioCryst common stock or Idera common stock between the date of signing of the Merger Agreement and completion of the Mergers. Upon completion of the Mergers, each issued and outstanding share of Idera preferred stock (with certain exceptions) will be converted into the right to receive an amount of Holdco common stock based on its liquidation preference.
 
The Merger Agreement has been unanimously approved by the boards of directors of BioCryst and Idera. The transaction is subject to approval by the stockholders of both companies, as well as regulatory approvals and satisfaction of other customary closing conditions. On
February 15, 2018,
the Federal Trade Commission notified BioCryst that its request for early termination of the waiting period under the HSR Act had been granted.
Affiliates of Baker Bros. Advisors, LP ("Baker Brothers"), which, as of the date of the Merger Agreement, are the beneficial owner of approximately
14%
of issued and outstanding BioCryst common stock and approximately
9%
of issued and outstanding Idera common stock, have agreed, among other things, to vote their shares of BioCryst common stock and Idera common stock in favor of the proposal to adopt the Merger Agreement at each of the BioCryst special meeting and Idera special meeting.
The combined company, which will be renamed post-closing, will be headquartered in Exton, PA, at the current Idera headquarters, with a consolidated research center in Birmingham, AL, at the current BioCryst facility. The transaction is expected to be completed during the
second
quarter of
2018.
 
On
March 6, 2018,
a purported stockholder of BioCryst filed a putative class action lawsuit against BioCryst, the BioCryst board of directors, Idera, Holdco, Merger Sub A and Merger Sub B in the United States District Court for the District of Delaware, captioned 
Melvyn Klein v. BioCryst Pharmaceuticals, Inc., et al.
, Case
No.
1:18
-cv-
00358
-UNA. The complaint alleges that the defendants violated Sections
14
(a) and
20
(a) of the Exchange Act because the preliminary Form S-
4
filed with the Securities and Exchange Commission allegedly contains material omissions and misstatements. The complaint seeks, among other things, injunctive relief preventing the consummation of the Mergers until additional disclosures are made, and damages. The defendants believe that the action is without merit.