M&A - Fortress Biotech, Inc.
Form Type: 8-K
Filing Date: 2025-03-10
Corporate Action: Merger
Type: New
Accession Number: 000155837025002541
Filing Summary: On March 9, 2025, Fortress Biotech, Inc.'s subsidiary Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and its wholly-owned subsidiary. The agreement details the terms and conditions for a merger where Checkpoint will become a wholly-owned subsidiary of Sun Pharma. Each share of Checkpoint's stock will be converted into $4.10 in cash and one non-tradable contingent value right (CVR), which can yield up to an additional $0.70 upon achieving certain milestones. The consummation of the merger is contingent on the affirmative vote of a majority of Checkpoint stockholders, customary closing conditions, and specific agreements being in full effect. The merger carries standard representations, warranties, covenants, and termination rights for all parties involved, including financial penalties for early termination under certain conditions. Additionally, related agreements such as a Support Agreement and a Royalty Agreement were established to support the merger.
Document Link: View Document
Additional details:
Shareholder Support Agreement: Fortress agreed to vote in favor of the merger and not to transfer its shares during the agreement's term.
Merger Cash Payment: $4.10
Contingent Value Right: Up to $0.70 based on specific milestones.
Termination Fee: $12,500,000 under specific termination circumstances.
Royalty Interest: Fortress entitled to 2.5% of net sales from certain products post-merger.
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