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news.Ariad Pharmaceuticals, which engages in the discovery and development of medicines to treat cancer, has approved a transaction to merge Ariad Gene Therapeutics, an 80% owned subsidiary of the company, with and into Ariad.
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The transaction was approved by the unanimous vote of Ariad’s independent and disinterested board members, and is effective immediately. Under the terms of the merger agreement, each outstanding share of Ariad Gene Therapeutics (AGTI) common stock owned by AGTI’s minority stockholders will be converted into the right to receive two shares of Ariad common stock.
A total of 2.25 million shares of Ariad common stock will be issued, representing approximately 3.1% of the outstanding common stock of Ariad following the transaction. The shares will not be registered under the Securities Act of 1933 and will become eligible for sale under Rule 144 in six months.
Any holders of AGTI common stock who properly demand appraisal of their shares will be entitled to seek a judicial determination of the fair value of such shares in accordance with the provisions of the Delaware General Corporation Law.