M&A - SpringWorks Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925064445

Filing Summary: On July 1, 2025, Merck KGaA, Darmstadt, Germany, completed the acquisition of SpringWorks Therapeutics, Inc. under the previously announced Agreement and Plan of Merger dated April 27, 2025. The merger resulted in Merger Sub merging with and into SpringWorks, with SpringWorks surviving as a wholly owned subsidiary of Merck. Each share of SpringWorks common stock was converted into the right to receive $47.00 in cash. Outstanding stock options and restricted stock units were also cancelled or converted into cash-based awards based on the merger consideration. The transaction led to SpringWorks notifying Nasdaq of the consummation and requesting delisting of its common stock, with trading halted on the closing date. The merger resulted in a change in control, with resignations of SpringWorks’ directors and officers, followed by new appointments. The merger agreement required changes to the company’s certificate of incorporation and bylaws, which were amended at the merger's effective time. This transaction incorporates previous filings and detailed provisions regarding the cancellation of shares and treatment of equity awards.

Form Type: POSASR

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925064714

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. completed a merger with EMD Holdings Merger Sub, Inc., a subsidiary of Merck KGaA, Darmstadt, Germany. The merger agreement, dated April 27, 2025, was executed such that EMD Holdings Merger Sub merged into SpringWorks, with SpringWorks becoming a wholly-owned subsidiary of Merck. Following the merger, SpringWorks has terminated all securities offerings under its registration statements, including Registration Statement No. 333-275262, and removed any unsold securities from registration as part of this deregistration process. The effectiveness of the prior registration statement has been terminated as a result of this transaction.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064725

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. (the Registrant) merged with EMD Holdings Merger Sub, Inc., a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany, as outlined in an Agreement and Plan of Merger dated April 27, 2025. Following this merger, SpringWorks Therapeutics, Inc. became a wholly owned subsidiary of Merck KGaA. As a consequence of the merger, the Registrant has terminated all offerings of its securities pursuant to existing registration statements under the Securities Act of 1933, and is removing all unsold securities from registration, thereby deregistering them. This update involves multiple Post-Effective Amendments to various Form S-8 Registration Statements previously filed, detailing the shares and plans associated with SpringWorks Therapeutics, Inc.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064726

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. underwent a merger where EMD Holdings Merger Sub, Inc., a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany, merged with and into SpringWorks Therapeutics, Inc. As a result of this merger, SpringWorks Therapeutics, Inc. has become a wholly owned subsidiary of Merck KGaA. Following the merger, the company has terminated all offerings of its securities under existing registration statements and has removed from registration all unsold securities. This includes the deregistration of multiple registration statements filed under the Securities Act pertaining to various stock plans, including the 2019 Stock Option and Equity Incentive Plan and the 2019 Employee Stock Purchase Plan.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064727

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. underwent a merger in which EMD Holdings Merger Sub, Inc. merged with and into SpringWorks Therapeutics, making SpringWorks a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany. This merger resulted in the termination of all offerings of its securities under existing registration statements filed with the SEC. The Registrant has also deregistered all unsold securities pursuant to its previous registration statements, ensuring compliance with the Securities Act of 1933. The document serves as a Post-Effective Amendment to the series of S-8 registration statements, detailing the specifics of the shares and plans involved, which include the 2019 Stock Option and Incentive Plan, the Amended and Restated 2019 Stock Option and Equity Incentive Plan, and the 2019 Employee Stock Purchase Plan.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064728

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. underwent a merger where EMD Holdings Merger Sub, Inc., a wholly owned subsidiary of Merck KGaA, merged with and into SpringWorks, resulting in SpringWorks becoming a wholly owned subsidiary of Merck KGaA. Following the merger, SpringWorks has terminated all offerings of its securities under their existing registration statements, including several associated with their stock option and equity incentive plans. The Registrant is deregistering all unsold securities from its registration statements as part of this process. The post-effective amendments to the registration statements have been duly signed and filed to reflect these changes.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064731

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. completed a merger with Merck KGaA, Darmstadt, Germany. This merger involved Merger Sub merging with and into SpringWorks Therapeutics, which will now operate as a wholly owned subsidiary of Merck KGaA. As a result of this merger, SpringWorks has terminated all offerings of its securities under existing registration statements, including the specified registration numbers. The document details the deregistration of any unsold securities and includes references to multiple prior registration statements and the various stock plans of the company.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064733

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. (Registrant) underwent a merger where EMD Holdings Merger Sub, Inc. merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany (Parent). This merger led to the termination of all offerings of the Registrant's securities under existing registration statements. The Registrant is deregistering all securities that remain unsold as per the terms outlined in the post-effective amendments associated with their previously filed registration statements.

Form Type: S-8 POS

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064734

Filing Summary: On July 1, 2025, SpringWorks Therapeutics, Inc. (the Registrant) merged with Merck KGaA, Darmstadt, Germany. Following the merger, the Registrant ceased all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933. The merger resulted in the Registrant becoming a wholly owned subsidiary of Merck KGaA. As a part of this, the Registrant is deregistering all unsold securities previously registered under its registration statements. This amendment reflects the termination of the Registrant's registration statements. The Registrant's post-effective amendments to Form S-8 were duly signed by the Secretary, Michael MacDougall. The filing includes various registration numbers associated with their stock option and equity incentive plans, but all securities not sold are being withdrawn from registration.

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000110465925063075

Filing Summary: On June 26, 2025, SpringWorks Therapeutics, Inc. held a special meeting of stockholders to vote on several proposals related to a merger agreement. The company had 75,348,995 shares of common stock outstanding and achieved a quorum with 59,003,420 shares represented. The significant proposal was the Merger Agreement Proposal, which received 58,902,428 votes in favor, 89,192 against, and 11,800 abstentions, thus being approved. Additionally, a Compensation Proposal for executive compensation in connection with the merger was approved with 54,818,866 votes for, 3,955,516 against, and 229,038 abstentions. A third proposal regarding the adjournment was not required as sufficient votes were obtained for the merger agreement.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925059579

Filing Summary: On June 13, 2025, SpringWorks Therapeutics, Inc. reported on the pending merger with Merck KGaA, Darmstadt, Germany, initiated via a Merger Agreement dated April 27, 2025. Under this agreement, Merck KGaA's subsidiary will merge with SpringWorks, resulting in SpringWorks becoming a wholly owned subsidiary of Merck KGaA. The Merger has received necessary approvals, including from the Bundeskartellamt and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act. The merger's completion is contingent on the approval from SpringWorks' shareholders during a forthcoming meeting. If all conditions are met, the merger is anticipated to take place in the second half of 2025.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925059584

Filing Summary: On June 16, 2025, SpringWorks Therapeutics, Inc. reported a proposed merger agreement with Merck KGaA, Darmstadt, Germany. The merger will see EMD Holdings Merger Sub, Inc., a subsidiary of Merck, merge with SpringWorks, allowing the company to operate as a wholly owned subsidiary of Merck. This merger was approved by SpringWorks' board and is subject to customary closing conditions including regulatory approvals. The Bundeskartellamt has approved the merger, and the waiting period under the HSR Act has expired. The merger is expected to be completed in the second half of 2025, contingent on further shareholder approval and meeting remaining closing conditions. SpringWorks has also prepared a proxy statement for its stockholders regarding the merger and associated voting procedures, urging them to review this and other related documents carefully, as they will include critical information about the transaction.

Form Type: DEFM14A

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925053200

Filing Summary: SpringWorks Therapeutics, Inc. is proposing a merger with Merck KGaA, Darmstadt, Germany. This definitive proxy statement invites stockholders to a special meeting on June 26, 2025, to vote on the merger agreement dated April 27, 2025, which outlines that Merger Sub, a subsidiary of Merck, will merge with SpringWorks, resulting in SpringWorks becoming a wholly owned subsidiary of Merck. Each stockholder will receive $47.00 in cash per share. The proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares. The document emphasizes the importance of voting and provides details on the meeting format, voting methods, and proxy submission. The Board of Directors recommends voting "FOR" the merger proposal. Additionally, stockholders will vote on proposals for adjourning the meeting and for executive compensation related to the merger. The merger consideration represents a 26% premium over the company's share price prior to market speculation about the transaction.

Form Type: PREM14A

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049624

Filing Summary: SpringWorks Therapeutics, Inc. has filed a preliminary proxy statement in connection with a proposed merger with Merck KGaA and EMD Holdings Merger Sub, Inc. This merger will result in SpringWorks becoming a wholly owned subsidiary of Merck KGaA. The Company intends to hold a virtual special meeting where stockholders will vote on the adoption of the merger agreement. Stockholders will receive $47.00 in cash per share, representing a premium over the company's recent stock price before the merger announcement. The proxy statement provides details about the meeting, voting procedures, and the importance of stockholder votes. Other matters to be voted on include proposals for meeting adjournment and executive compensation related to the merger. The company emphasizes the importance of participation and has outlined potential appraisal rights for those who do not support the merger proposal. Approval requires a majority vote from stockholders as of the record date to consummate the merger, which would lead to the delisting of the company’s shares from the Nasdaq.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000177342725000015

Filing Summary: On April 27, 2025, SpringWorks Therapeutics, Inc. entered into a Merger Agreement with Merck KGaA. According to the Agreement, a wholly-owned subsidiary of Merck, EMD Holdings Merger Sub, Inc., will merge with and into SpringWorks, allowing SpringWorks to continue existing as a wholly owned subsidiary of Merck. The report details the company’s recent financial performance for Q1 2025, reporting a net loss of $83.2 million against a product revenue of $49.1 million from the recent sales of two approved products, OGSIVEO and GOMEKLI. The report also highlights ongoing commercialization efforts, regulatory submissions for product approvals, and anticipates new market opportunities resulting from the merger. Additionally, the company’s accumulated deficit is noted to be approximately $1.2 billion as of March 31, 2025, showcasing significant operational losses since its inception. Forward-looking statements regarding the merger implications on employee relationships, operational strategies, and product market environments are outlined. This report also reflects on the substantial asset values and cash reserves available to the company, indicating adequate liquidity for the upcoming year with estimates to meet operational expenses for twelve months following the report's release.