Under the agreement all of the company’s outstanding shares of common stock (other than shares of common stock held by Eisai or its subsidiaries or by stockholders who have validly exercised their dissenters’ rights under Minnesota law), will be acquired by purchaser at a cash purchase price of $41 per share.
As a result of the company entering into the merger agreement, holders of the notes shall be entitled to convert their notes in whole or in part (in principal amounts of $1,000 and integral multiples thereof).
The holders of the notes may convert each $1,000 in principal amount at maturity of the notes into 23.7642 shares of company common stock. At the effective time of the merger, the right to convert each $1,000 in principal amount at maturity of the notes shall be changed into the right to receive $974.33 in cash.