0000950142-20-000046.txt : 20200106
0000950142-20-000046.hdr.sgml : 20200106
20200106132903
ACCESSION NUMBER: 0000950142-20-000046
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200106
FILED AS OF DATE: 20200106
DATE AS OF CHANGE: 20200106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Panayiotopoulos Paris
CENTRAL INDEX KEY: 0001662996
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31191
FILM NUMBER: 20508990
MAIL ADDRESS:
STREET 1: ARIAD PHARMACEUTICALS, INC.
STREET 2: 26 LANDSDOWNE STREET
CITY: CAMBRIDGE
STATE: MA
ZIP: 02139
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MEDICINES CO /DE
CENTRAL INDEX KEY: 0001113481
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 043324394
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8 SYLVAN WAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
BUSINESS PHONE: 973-290-6000
MAIL ADDRESS:
STREET 1: 8 SYLVAN WAY
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
FORMER COMPANY:
FORMER CONFORMED NAME: MEDICINES CO/ MA
DATE OF NAME CHANGE: 20000504
4
1
es2000131_4-panayiotopoulos.xml
OWNERSHIP DOCUMENT
X0306
4
2020-01-06
1
0001113481
MEDICINES CO /DE
MDCO
0001662996
Panayiotopoulos Paris
8 SYLVAN WAY
PARSIPPANY
NJ
07054
1
0
0
0
Common Stock
2020-01-06
4
D
0
13881
D
0
D
Stock Option
51.02
2020-01-06
4
D
0
16559
0
D
Common Stock
16559
0
D
Stock Option
39.39
2020-01-06
4
D
0
8577
0
D
Common Stock
8577
0
D
Stock Option
33.86
2020-01-06
4
D
0
9141
0
D
Common Stock
9141
0
D
Stock Option
34.81
2020-01-06
4
D
0
8410
0
D
Common Stock
8410
0
D
Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2019 (the "Merger Agreement"), by and among the Company, Novartis AG ("Parent") and Medusa Merger Corporation ("Purchaser"), on January 6, 2020, Purchaser was merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each a "Share") was converted into the right to receive $85.00 per Share, net to the seller in cash (the "Offer Price").
The number of Shares reported includes 3,663 unvested restricted Shares (each a "Restricted Share"). Each Restricted Share that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser automatically became fully vested as of immediately prior to, and contingent upon, the effective time of the Merger and was treated in the same manner as an outstanding Share.
Pursuant to the Merger Agreement, each option (each an "Option") that was outstanding immediately prior to the consummation of the tender offer by Parent and Purchaser, whether vested or unvested, became fully vested and was canceled as of immediately prior to, and contingent upon, the effective time of the Merger, in exchange for the right to receive an amount in cash equal to the product of (x) the excess (if any) of the Offer Price over the per share exercise price payable in respect of each Share issuable under such Option, multiplied by (y) the number of Shares issuable under such Option.
/s/ Stephen M. Rodin, Attorney-in-Fact for Paris Panayiotopoulos
2020-01-06