UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
As previously disclosed, on August 20, 2021, Trillium Therapeutics Inc., a corporation existing under the laws of the Province of British Columbia (“Trillium”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Pfizer Inc., a Delaware corporation (“Pfizer”) and PF Argentum Acquisition ULC, an unlimited liability company formed under the laws of the Province of British Columbia and an indirect, wholly-owned subsidiary of Pfizer (“Purchaser”), under which Purchaser will acquire all of the issued and outstanding common shares and preferred shares (collectively, the “Shares”) of Trillium not owned by Pfizer and its affiliates for $18.50 per Share in cash, by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
At 11:59 p.m. on November 15, 2021, the applicable waiting periods under the Competition Act (Canada) (the “Competition Act”) and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) expired with respect to the transactions contemplated by the Arrangement Agreement. Purchaser previously received notice that the investment is not reviewable under Part IV of the Investment Canada Act. The regulatory conditions to the closing of the Arrangement have been satisfied or waived.
The closing of the Arrangement is expected to occur on or about November 17, 2021, or as soon as possible thereafter, subject to the satisfaction of any remaining conditions under the Arrangement Agreement. Trillium’s common shares will cease to be traded on the Nasdaq Capital Market and the Toronto Stock Exchange following completion of the Arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 16, 2021 | Trillium Therapeutics Inc. | ||
| | | ||
| | By: | /s/ James Parsons | |
| | | Name: | James Parsons |
| | | Title: | Chief Financial Officer |