Item 5.07
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Submission of Matters to a Vote of Security Holders.
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OncoMed Pharmaceuticals, Inc. (the
Company
or
OncoMed
) held its special meeting of stockholders (the
Special
Meeting
) on April 17, 2019. As of March 19, 2019, the Companys record date for the Special Meeting, there were a total of 38,690,089 shares of common stock, par value $0.001 per share, of the Company (the
Common
Stock
) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 25,235,798 shares of Common Stock were present or represented by proxy, which constituted a quorum. A summary of the final voting results is set forth
below.
Proposal 1
: To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of December 5, 2018 (the
Merger Agreement
), by and among OncoMed, Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (
Mereo
), Mereo US Holdings Inc., a Delaware corporation and direct,
wholly-owned subsidiary of Mereo, and Mereo MergerCo One Inc., a Delaware corporation and direct, wholly-owned subsidiary of HoldCo, pursuant to which Merger Sub will be merged with and into OncoMed (the
Merger
), and OncoMed will
continue as the surviving corporation in the Merger and an indirect, wholly-owned subsidiary of Mereo (the
Merger Proposal
).
|
|
|
|
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For
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Against
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Abstain
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24,957,481
|
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257,759
|
|
20,558
|
Proposal 2
: To approve, on a
non-binding,
advisory basis, the compensation
payments that will or may be paid by OncoMed or Mereo to OncoMeds named executive officers and that are based on or otherwise related to the Merger and the agreements and understandings pursuant to which such compensation may be paid or become
payable, referred to as the transaction-related named executive officer compensation.
|
|
|
|
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For
|
|
Against
|
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Abstain
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20,869,698
|
|
4,272,824
|
|
93,276
|
Proposal 3
: The proposal to approve the adjournment of the Special Meeting was not voted upon at the Special Meeting
because such proposal was rendered moot due to the approval of the Merger Proposal.
Consummation of the transactions contemplated by the Merger Agreement
are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the
SEC
) on March 20, 2019 (the
Proxy Statement
), which is available on the SECs website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger
Agreement, which is attached as Annex A to the Proxy Statement. Assuming the satisfaction of such closing conditions, OncoMed expects the closing to occur on or about April 23, 2019.
To the extent required, the information included in Item 5.07 of this Form
8-K
is incorporated into this Item 8.01.
Additional Information and Where to Find It
In connection with the proposed merger, Mereo has filed with the SEC (1) a registration statement on Form
F-4
containing the final proxy statement of OncoMed that also constitutes a prospectus of Mereo (the
Registration Statement
) and (2) other documents concerning the proposed merger. The Registration Statement was declared
effective by the SEC on March 20, 2019 and the Proxy Statement was mailed or otherwise made available to OncoMed stockholders on March 20, 2019. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY
READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF MEREO AND ONCOMED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEREO, ONCOMED, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the
Registration Statement, Proxy Statement and other documents filed with the SEC by the parties through the website maintained by the SEC at
www.sec.gov
. Mereo and OncoMed make available free of charge at
https://www.mereobiopharma.com/investors-page/sec-filings/
and
www.OncoMed.com
, respectively (in the Investor Relations section), copies of materials they file with, or furnish to,
the