In addition, at the Effective Time, each compensatory option to purchase Shares (a Company
Option) that was then outstanding and unexercised, whether or not vested and which had a per share exercise price that was less than the Closing Amount (each, an In the Money Option), was cancelled and converted into the
right to receive both (i) a cash payment equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares
subject to such In the Money Option immediately prior to the Effective Time and (ii) one (1) CVR for each Share subject to such In the Money Option immediately prior to the Effective Time.
At the Effective Time, each Company Option other than an In the Money Option that was outstanding and unexercised, whether or not vested (each, an
Out of the Money Option), was cancelled and except as described below, converted into the right to receive a cash payment, if any, from Parent with respect to each Share subject to the Out of the Money Option upon the Milestone
Payment Date or such earlier date as may be required to ensure that such cash payment constitutes a short-term deferral under U.S. tax law, equal to the amount by which the sum of the Closing Amount and the
amount per Share to be paid at the Milestone Payment Date exceeds the exercise price payable per Share under such Out of the Money Option. No payment will be payable with respect to the Milestone being achieved after December 31, 2024, which is
the expiration date under the CVR Agreement. Any Out of the Money Options with an exercise price payable per Share equal to or greater than $20.00 was cancelled at the Effective Time without any consideration payable therefor.
At the Effective Time, the holder of each time vesting restricted stock unit with respect to Shares (a Company RSU), whether or not vested,
was entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of Shares subject to such Company RSU and (ii) one (1) CVR for each Share subject to such Company RSU immediately prior
to the Effective Time.
At the Effective Time, the holder of each performance vesting restricted stock unit with respect to Shares (a Company
PSU), whether or not vested, was entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of Shares subject to such Company PSU immediately prior to the Effective Time
(determined at the maximum level of performance) and (ii) one (1) CVR for each Share subject to such Company PSU immediately prior to the Effective Time (determined at the maximum level of performance).
Upon the Offer Acceptance Time, each share of Alders Class A-1 Preferred Stock outstanding immediately
prior to the Offer Acceptance Time was cancelled without any further action on the part of Alder or the holders thereof. In consideration for such cancellation, each holder of shares of Class A-1 Preferred Stock automatically received, for each
Share issuable upon conversion of such shares of Class A-1 Preferred Stock that would have been issuable had such cancelled shares of Class A-1 Preferred Stock been converted immediately prior to the Offer Acceptance Time, the same Offer
Price received by holders of Shares promptly after the Offer Acceptance Time, subject to any withholding tax.
At the Offer Acceptance Time, Parent caused
Purchaser to assume each outstanding and unexercised warrant to purchase Class A-1 Preferred Stock (the Company Warrant) on the terms and conditions set forth in each Company Warrant, including the obligation to deliver to
the applicable holders of the Company Warrant the same Offer Price receivable by holders of Shares.
At the Effective Time, each share of common stock of
Purchaser was converted into one share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger on October 22, 2019, Payor became the direct owner of 1,000 shares of common stock of the Surviving
Corporation, representing 100% of the issued and outstanding shares of common stock of the Surviving Corporation, and Parent became the indirect owner of such shares.
Pursuant to the Merger Agreement, as of the Effective Time, Bob Azelby, Paul Carter, Paul Cleveland, Jeremy Green, Bruce Montgomery, Heather Preston, Clay
Siegall and Wendy Yarno each resigned and ceased to be directors of Alder and members of any committee of Alders Board of Directors. These resignations were not a result of any disagreement between Alder and the directors on any matter
relating to Alders operations, policies or practices.
Pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of
Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The director of Purchaser immediately prior to the Effective Time was Peter Anastasiou. The officers of Purchaser immediately prior to
the Effective Time were Peter Anastasiou, President; Thomas D. Forrester, Secretary; Julie A. Hakim, Treasurer; and Colleen Hickey, Assistant Secretary. In addition, as of the Effective Time, the board of the Surviving Corporation re-elected Erin
Lavelle as Chief Operating Officer; Randal Hassler as Executive Vice President; Nadia Dac as Chief Commercial Officer; and Paul Streck, M.D., as Chief Medical Officer.