Transaction Valuation*
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Amount of Filing Fee**
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$2,774,378,700.00
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$360,114.36
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*
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Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value
$0.01 per share, of ArQule, Inc. (“ArQule”), at a purchase price of $20.00 per share, net to the seller in cash, without interest and less any applicable tax withholding. As of December 12, 2019
(the most recent practicable date): (i) 120,873,271 shares of ArQule common stock were issued and outstanding, (ii) no shares of ArQule common stock were held by ArQule in its treasury, (iii) 12,469,512 shares of ArQule common stock were
subject to outstanding ArQule stock options, (iv) no shares of ArQule common stock were subject to outstanding ArQule restricted stock unit awards, (v) warrants to purchase an aggregate of 5,361,556 shares of ArQule common stock were
outstanding, and (vi) rights to purchase a maximum of 14,596 shares of ArQule common stock during the final offering period were outstanding under ArQule’s 2018 Employee Stock Purchase Plan.
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**
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2020, issued August 23,
2019, by multiplying the transaction value by 0.0001298.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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$360,114.36
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Filing Party:
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Argon Merger Sub, Inc. and Merck Sharp & Dohme Corp.
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Form or Registration No.:
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Schedule TO-T
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Date Filed:
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December 17, 2019
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4.
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Going-private transaction subject to Rule 13e-3.
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Argon Merger Sub, Inc.
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By:
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/s/ Faye C. Brown | ||
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Name: | Faye C. Brown | |
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Title:
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Assistant Secretary | |
Merck Sharp & Dohme Corp.
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By:
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/s/ Sunil A. Patel | ||
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Name: | Sunil A. Patel | |
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Title: | Senior Vice President, Corporate Development | |
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