The preceding summary is qualified in its entirety by reference to the Settlement Agreement, a copy of which
will be filed as an exhibit to Arsanis Quarterly Report on Form
10-Q
for the fiscal quarter ended March 31, 2019.
Merger Agreement Amendment
In connection with the
Settlement Agreement, on March 8, 2019, Arsanis, Merger Sub and X4 entered into a Second Amendment to Agreement and Plan of Merger (the Merger Agreement Amendment) to the Merger Agreement.
Pursuant to the Merger Agreement Amendment, Arsanis and X4 have agreed to amend the terms of their previously announced Merger Agreement to reflect
Arsanis agreement that 1/3
rd
of the 2019 Payment, which equals EUR 865,440 (approximately $968,600, based on an exchange rate of US$1.12 per EUR 1.00 on March 7, 2019) (the
Arsanis accelerated payment amount), would be deducted from Arsanis net cash at closing (as defined in the Merger Agreement) and as a result would increase the exchange ratios for the X4 common stock and X4 preferred
stock in the Merger. Specifically, the Merger Agreement currently excludes the approximately EUR 8.5 million principal amount of FFG loans to Arsanis GmbH from the deduction for unpaid indebtedness that otherwise reduces Arsanis net
cash at closing. The Merger Agreement Amendment provides that this excluded amount (and thus net cash) be reduced by the Arsanis accelerated payment amount, to approximately EUR 7.6 million.
As previously disclosed by Arsanis, as a result of the Merger Agreement Amendment, and based on each companys respective expected equity ownership and
Arsanis expected net cash as of the closing of the Merger, the exchange ratios for the X4 common stock and X4 preferred stock pursuant to the Merger Agreement are estimated to be approximately 0.5632 shares of Arsanis common stock for each
share of X4 capital stock. Based on foregoing assumptions, Arsanis stockholders would own approximately 31.5% of the combined company and X4 stockholders would own approximately 68.5% of the combined company on a pro forma basis.
Other than as expressly modified pursuant to (i) that certain First Amendment to Agreement and Plan of Merger, dated December 20, 2018, by and among
Arsanis, Merger Sub and X4 and (ii) the Merger Agreement Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form
8-K
filed with the Securities and Exchange Commission
by Arsanis on November 27, 2018, remains in full force and effect as originally executed on November 26, 2018. The preceding summary is qualified in its entirety by reference to the Merger Agreement Amendment, a copy of which is attached
to the Arsanis
8-K
as Exhibit 2.1 and is incorporated herein by reference.
PARTICIPANTS IN THE SOLICITATION
Arsanis, X4 and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of
Arsanis common stock in connection with the proposed transaction. Information about Arsanis directors and executive officers is included in the Definitive Proxy Statement. Additional information regarding these persons is set forth in
Arsanis Annual Report on Form
10-K
for the year ended December 31, 2017, which was filed with the SEC on March 9, 2018, and the proxy statement for Arsanis 2018 annual meeting of stockholders,
which was filed with the SEC on April 23, 2018. Investors and security holders may obtain free copies of these documents as described in the paragraph below.
IMPORTANT INFORMATION ABOUT THE TRANSACTION IS FILED WITH THE SEC
In connection with the proposed Merger, Arsanis filed the Definitive Proxy Statement with the SEC on February 14, 2019. The Definitive Proxy Statement was
first mailed on or about February 20, 2019 to Arsanis stockholders of record as of the close of business on January 11, 2019. ARSANIS STOCKHOLDERS AND X4 EQUITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the
Definitive Proxy Statement and other filings containing information about Arsanis at the SECs website at www.sec.gov. The Definitive Proxy Statement and the other filings may also be obtained free of charge by contacting: Arsanis, Inc., 950
Winter Street, Suite 4500, Waltham, Massachusetts 02451, Attention: Investor Relations.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in the transaction may be obtained by reading the Definitive Proxy Statement. Free copies of this document may be obtained as described in the preceding paragraphs.
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