8-KMaterial AgreementsShareholder MattersRegulation FD+1

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Feb 27, 2014)

Filed February 27, 2014For Securities:ALNY

Summary

This Form 8-K filing by Alnylam Pharmaceuticals, Inc. (ALNY) on February 27, 2014, details the closing of a significant transaction with Genzyme Corporation. Genzyme has purchased 8,766,338 shares of newly issued Alnylam common stock for $700.0 million in aggregate cash consideration. This transaction results in Genzyme holding an approximate 12% ownership stake in Alnylam. The filing also outlines amendments to Alnylam's existing Rights Agreement to accommodate Genzyme's new investor status. Specifically, Genzyme is granted certain rights under an Investor Agreement, allowing it to acquire up to 30% of Alnylam's outstanding shares during a standstill period and participate in future stock issuances to maintain its ownership percentage. These provisions are crucial for understanding the strategic partnership and Genzyme's evolving stake in Alnylam.

Key Highlights

  • 1Genzyme acquired 8,766,338 newly issued Alnylam shares for $700.0 million in cash.
  • 2Genzyme now holds an approximate 12% ownership stake in Alnylam Pharmaceuticals.
  • 3An Investor Agreement between Alnylam and Genzyme has been executed.
  • 4A First Amendment to Alnylam's Rights Agreement was made to facilitate Genzyme's investor rights.
  • 5Genzyme gains the right to acquire up to 30% of Alnylam's common stock during the standstill term.
  • 6Genzyme has the right to participate proportionally in future Alnylam stock issuances to maintain its ownership percentage.
  • 7The transaction closed following the termination of the Hart-Scott-Rodino waiting period.

Frequently Asked Questions

This filing announces the closing of a material definitive agreement, specifically Genzyme's purchase of a significant stake in Alnylam Pharmaceuticals and related amendments to Alnylam's investor rights agreements.

Genzyme invested $700.0 million in cash to purchase 8,766,338 newly issued shares of Alnylam common stock, resulting in an approximate 12% ownership position.

Genzyme has the right to acquire up to 30% of Alnylam's outstanding common stock during a specified standstill term and the right to participate in future equity issuances to maintain its ownership percentage.

The First Amendment to the Rights Agreement exempts Genzyme from certain provisions, allowing it to exercise its rights under the Investor Agreement, including its ability to increase its ownership stake up to 30% and participate in future dilutive issuances.