8-KOther Events

VERTEX PHARMACEUTICALS INC / MA 8-K Report (Aug 1, 2001)

Filed August 1, 2001For Securities:VRTX

Summary

Vertex Pharmaceuticals Incorporated (VRTX) has announced the completion of its acquisition of Aurora Biosciences Corporation, effective July 18, 2001. This strategic move, structured as a tax-free stock-for-stock merger, involved issuing approximately 14.1 million shares of Vertex common stock and cash for fractional shares to Aurora stockholders. The acquisition is being accounted for using the pooling of interests method, signifying a combination of entities rather than a purchase. Aurora Biosciences, a company focused on technologies to accelerate drug discovery for the pharmaceutical and biopharmaceutical industries, will operate as a wholly-owned subsidiary of Vertex. This integration is expected to enhance Vertex's capabilities in drug discovery. The merger also led to adjustments in Aurora's outstanding stock options, which were converted into options to purchase Vertex stock with adjusted exercise prices and quantities. Dr. Stuart J.M. Collinson, Aurora's former CEO, has joined Vertex's Board of Directors.

Key Highlights

  • 1Vertex Pharmaceuticals completed the acquisition of Aurora Biosciences Corporation on July 18, 2001.
  • 2The acquisition was executed as a tax-free stock-for-stock merger, with Vertex issuing approximately 14.1 million shares.
  • 3The transaction will be accounted for as a 'pooling of interests' business combination.
  • 4Aurora Biosciences will continue its operations as a wholly-owned subsidiary of Vertex.
  • 5Aurora's expertise in drug discovery technologies is expected to bolster Vertex's research and development efforts.
  • 6Aurora's outstanding stock options were converted into Vertex stock options with adjusted terms.
  • 7Dr. Stuart J.M. Collinson, former CEO of Aurora, has joined Vertex's Board of Directors.

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