M&A: MARINUS PHARMACEUTICALS, INC.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132257

Comments: Marinus Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Immedica Pharma AB and its wholly owned subsidiary, Matador Subsidiary, Inc. on December 29, 2024. The Merger Agreement was unanimously approved by the Company's board. As part of the transaction, Immedica will commence a cash tender offer to acquire all outstanding shares of Marinus common stock at an Offer Price of $0.55 per share. The tender offer is expected to commence within seven business days and will expire on the twentieth business day following the commencement. Upon completion, the Purchaser will merge into Marinus, with Marinus continuing as a wholly owned subsidiary of Immedica, and shareholders to receive the Offer Price in cash. If applicable, outstanding options and restricted stock units of the Company will convert into cash payments based on the Merger Consideration. Conditions related to the Offer include achieving a majority of shares tendered and the absence of legal restraints. Early closure of the Offer is expected in the first quarter of 2025. The Merger Agreement restricts the Company from seeking alternative acquisition proposals, though it includes provisions for Superior Offers under specific conditions. Additionally, the Company’s CEO was awarded a $100,000 bonus contingent on the merger's closing.

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Form Type: SC14D9C

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465924132259

Comments: This filing discusses the proposed acquisition of Marinus Pharmaceuticals, Inc. by Immedica Pharma AB and Matador Subsidiary, Inc. under a Merger Agreement dated December 29, 2024. The document is a Schedule 14D-9C, indicating it's a solicitation/recommendation statement regarding the acquisition. Marinus Pharmaceuticals will file necessary documents and materials with the SEC concerning the tender offer for their outstanding common stock. The communication specifies that the tender offer has not yet commenced and is purely informational at this point. Stockholders are urged to read forthcoming tender offer materials as they will contain crucial information. The document also includes cautionary statements regarding forward-looking predictions about the transaction, emphasizing the risks and uncertainties that could affect its completion, including regulatory approvals and market reactions to the acquisition announcement.

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