Item 8.01. Other Events.
On September 30, 2019, Dova Pharmaceuticals, Inc., a Delaware corporation (“Dova Pharmaceuticals”) and Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Sobi”) announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among Dova Pharmaceuticals, Sobi and Dragonfly Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Sobi (“Merger Sub”). A copy of Dova Pharmaceuticals’ press release announcing the transaction is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
Cautionary Notes Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the sale of Dova Pharmaceuticals and any statements relating to Dova Pharmaceuticals’ business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of Dova Pharmaceuticals’ stockholders will tender their shares of common stock in the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; the effects of disruption from the transactions of Dova Pharmaceuticals’ business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; and other uncertainties pertaining to the business of Dova Pharmaceuticals, including those detailed in Dova Pharmaceuticals’ public filings with the Securities and Exchange Commission (the “SEC”) from time to time, including Dova Pharmaceuticals’ most recent Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The reader is cautioned not to unduly rely on these forward-looking statements. Dova Pharmaceuticals expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.
Additional Information about the Transaction and Where to Find It
The tender offer has not yet commenced. This filing and the attached exhibits are neither an offer to buy nor a solicitation of an offer to sell any securities of Dova Pharmaceuticals. The solicitation and the offer to buy shares of Dova Pharmaceuticals’ common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Merger Sub intends to file with the SEC. In addition, Dova Pharmaceuticals will file with the SEC a Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Recommendation Statement of Dova Pharmaceuticals on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the website of the SEC at www.sec.gov or from the information agent and dealer manager named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Dova Pharmaceuticals under the “Investors” section of Dova Pharmaceuticals’ website at www.Dova.com. Investors are advised to read these documents when they become available, including the Recommendation Statement of Dova Pharmaceuticals and any amendments thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.
