8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Acquisition Completed (Mar 6, 2014)

Filed March 6, 2014For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) announced the completion of its acquisition of Sirna Therapeutics, Inc. on March 5, 2014. This strategic move involved an upfront payment of $25.0 million in cash and the issuance of 2,142,037 shares of Alnylam's common stock, with an additional 378,007 shares contingent upon the successful completion of technology transfer activities. The acquisition of Sirna's assets, including its intellectual property and RNA interference (RNAi) technology platform, is expected to bolster Alnylam's pipeline and its position in the RNAi therapeutics space. This transaction represents a significant step for Alnylam in advancing its therapeutic programs and is a key development for investors tracking the company's growth and strategic initiatives in the biotechnology sector. The company is not registering the shares issued in this transaction under the Securities Act of 1933, as it falls under an exemption for private offerings. The filing, made on March 6, 2014, includes a press release detailing the acquisition, which is furnished under Regulation FD and does not constitute a filing for Section 18 liabilities. Investors should note this transaction as a material event that could impact Alnylam's future financial performance and market valuation.

Key Highlights

  • 1Alnylam Pharmaceuticals, Inc. has completed the acquisition of Sirna Therapeutics, Inc. as of March 5, 2014.
  • 2The acquisition involved an upfront payment of $25.0 million in cash.
  • 3Alnylam issued 2,142,037 shares of its common stock at closing.
  • 4An additional 378,007 shares of Alnylam's common stock will be issued upon completion of specific technology transfer activities.
  • 5The transaction was structured as a private placement, exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
  • 6The acquisition is expected to enhance Alnylam's RNAi therapeutic platform and pipeline.
  • 7A press release announcing the closing of the acquisition was issued on March 6, 2014.

Frequently Asked Questions

The primary purpose of the acquisition was to bolster Alnylam's RNA interference (RNAi) technology platform and expand its pipeline of therapeutic programs. Sirna's assets and intellectual property were expected to be complementary to Alnylam's existing capabilities in the RNAi field.

The total financial consideration consisted of an upfront cash payment of $25.0 million and the issuance of Alnylam's common stock. Initially, 2,142,037 shares were issued, with a potential additional 378,007 shares to be issued contingent upon the successful completion of certain technology transfer activities.

The shares issued to Seller (Merck Sharp & Dohme Corp.) were not registered because the transaction qualified for an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, which pertains to transactions by an issuer not involving any public offering.

The acquisition of Sirna Therapeutics, Inc. officially closed on March 5, 2014.