Proposed Merger |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Business Combination [Abstract] | |
| Proposed Merger | 17. Proposed Merger Pending Merger with Curium US Holdings LLC On August 3, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Curium US Holdings LLC (the “Parent”), and Coco Merger Sub Inc. (the “Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, the Parent will acquire the Company by means of a statutory merger of the Merger Sub with and into the Company, with the Company surviving as the Parent’s wholly-owned subsidiary (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Parent will acquire all of the outstanding shares of the Company’s common stock (other than certain excluded shares and shares for which appraisal rights have been properly exercised) for $102.50 per share in cash at the effective time of the Merger. In addition, the Company’s stockholders will receive one contingent value right (“CVR”) per share representing the right to receive up to $12.00 per share in cash upon the achievement of certain specified commercial milestones, all subject to the terms and conditions set forth in a CVR agreement to be entered into between the Parent and a rights agent selected by the Parent and reasonably acceptable to the Company. The Merger is currently expected to close in the first half of 2027, subject to the satisfaction or waiver of customary closing conditions, including required regulatory approvals. If the Merger is consummated, the Company’s common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act. The Company has also agreed not to (i) initiate, solicit or knowingly facilitate or knowingly encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to, a Competing Proposal (as defined in the Merger Agreement), (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than the Parent or its representatives) any non-public information in connection with or for the purpose of knowingly facilitating or knowingly encouraging, a Competing Proposal or (iii) enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to a Competing Proposal. The consummation of the Merger is subject to the fulfillment or waiver of certain customary mutual closing conditions, including, among other things, (a) that no law or governmental order, injunction, decree or decision preventing the consummation of the Merger is in effect and no statute, rule or regulation shall have been enacted, entered, promulgated or enforced, and still be in effect, that prohibits or makes illegal consummation of the Merger and (b) that any waiting period (or any extension thereof) applicable to the Merger and the other transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) have terminated or expired and all other scheduled antitrust or investment screening law approvals having been obtained. The obligation of each party to consummate the Merger is also conditioned upon the accuracy of the other party’s representations and warranties (subject in certain cases to customary materiality qualifications) and the other party’s performance or compliance in all material respects with its obligations under the Merger Agreement, and the obligation of the Parent and Merger Sub is also conditioned upon there being no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred that is continuing at the effective time of the Merger. The consummation of the Merger is not subject to any financing condition. The Merger Agreement contains certain termination rights for each of the Company and the Parent, including, among others, the right of either party to terminate if the Merger is not consummated on or before 11:59 p.m. Eastern Time on May 2, 2027 (the “Outside Date”), subject to extension in certain circumstances (provided that the Outside Date shall not be extended beyond November 30, 2027), and the right of the Company, in certain circumstances, to terminate the Merger Agreement and accept a Superior Proposal. The Company will be required to pay the Parent a termination fee of $228.0 million in cash if the Merger Agreement is terminated (a) by the Parent because, prior to receipt of the requisite approval by the Company’s stockholders, the Board or any committee thereof makes a change to its recommendation of the Merger, (b) by the Company in order to enter into an alternative acquisition agreement with respect to a Superior Proposal or (c)(i)(A) by the Parent or the Company pursuant to the Outside Date termination right, (B) by the Parent or the Company because the Company stockholder approval was not obtained, or (C) by the Parent because of a willful breach of the Merger Agreement by the Company, and (ii) a bona fide Competing Proposal (as defined and so modified in the Merger Agreement) was publicly disclosed after the date of the Merger Agreement and prior to such termination and was not publicly withdrawn prior to such termination, and (iii) within 12 months after such termination, the Company enters into an alternative acquisition agreement with respect to such Competing Proposal (and such transaction is subsequently consummated) or consummates such a transaction. In no event will the Company be required to pay such termination fee more than once. The Parent will be required to pay the Company a general termination fee of $385.0 million or, alternatively, a regulatory termination fee of $100.0 million, in each case under specified circumstances, including, in the case of the regulatory termination fee, the termination of the Merger Agreement due to the failure to consummate the Merger by the Outside Date as a result of the failure to obtain certain required regulatory approvals or due to a final and non-appealable injunction or order relating to antitrust laws or foreign direct investment laws. In no event will Parent be required to pay both fees. The Company incurred approximately $18.6 million in costs during the three and nine months ended September 30, 2026, consisting primarily of legal and other advisor costs related to the proposed Merger, which are included in general and administrative expenses in the Company’s condensed consolidated statements of operations. For additional information regarding the Merger Agreement and the proposed Merger please see the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2026 and Definitive Proxy Statement. A special meeting of the Company’s stockholders was held on October 14, 2026, at which, among other items, the Merger Agreement was adopted. See Note 20, “Subsequent Event” for more information on the results of the stockholders’ vote and the status of required regulatory approvals. |