Item 1.01 Entry into a Material Definitive Agreement.
General
On
The Merger Agreement
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"),(i) each outstanding share of Adgero
common stock, par value
As set forth in the Merger Agreement, as of immediately after the Effective Time
and excluding the issuances of any shares of DelMar Common Stock related to the
financing or fees payable in connection with the Merger and the financing, the
former Adgero stockholders will own 49.5% of the total outstanding voting power
of the combined company and the stockholders of the Company immediately prior to
the Effective Time will own 50.5% of the total outstanding voting power of the
combined company (the "Exchange Ratio"). As of the Effective Time, there are
expected to be 1,470,092 outstanding warrants to purchase Adgero Common Stock,
with an exercise price of
At the Effective Time, the Merger Agreement contemplates that the board of
directors of the Company will consist of up to seven members, four of whom will
be directors designated by the Company, two of whom will be directors nominated
by Adgero and approved by DelMar and one of whom will be an independent director
mutually agreed to by the companies. Immediately after the Effective Time,
The Merger Agreement contains customary representations, warranties and covenants made by the Company and Adgero, including covenants relating to obtaining the requisite approvals of the stockholders of the Company and Adgero, indemnification of directors and officers, and the Company's and Adgero's conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the Merger.
Consummation of the Merger is subject to certain closing conditions, including,
among other things, approval of certain matters related to the Merger by the
stockholders of the Company and approval of the Merger by the stockholders of
Adgero, a financing by the Company in an amount of at least
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The Merger Agreement contains certain termination rights for both the Company
and Adgero, including the right of the Company and Adgero to terminate the
Merger Agreement in order to accept a superior proposal. In addition, either the
Company or Adgero may terminate the Merger Agreement if the Merger is not
consummated on or before
Certain Agreements Related to the Merger
Support Agreements
In accordance with the terms of the Merger Agreement, (i) the officers and directors of the Company have each entered into a support agreement with Adgero (the "DelMar Support Agreement"), and (ii) the officers and directors of Adgero have each entered into a support agreement with the Company (the "Adgero Support Agreement," together with the DelMar Support Agreement, the "Support Agreements"). The Support Agreements place certain restrictions on the transfer of the shares of the Company and Adgero held by the respective signatories thereto and include covenants as to the voting of such shares in favor of approving the transactions contemplated by the Merger Agreement and against any actions that could adversely affect the consummation of the Merger.
The preceding summaries do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form of DelMar Support Agreement, and the form of Adgero Support Agreement, which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, and which are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Forward-Looking Statements
This Current Report on Form 8-K and the press release attached hereto as Exhibit
99.1 contain forward-looking statements based upon DelMar's and Adgero's current
expectations. This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by terminology such as "may,"
"should," "expects," "plans," "anticipates," "could," "intends," "target,"
"projects," "contemplates," "believes," "estimates," "predicts," "potential" or
"continue" or the negative of these terms or other similar words. These
statements are only predictions. DelMar and Adgero have based these
forward-looking statements largely on their then-current expectations and
projections about future events, as well as the beliefs and assumptions of
management. Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that are beyond
each of DelMar's and Adgero's control, and actual results could differ
materially from those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) risks associated with
DelMar's and Adgero's ability to obtain the stockholder approval required to
consummate the proposed Merger and the timing of the closing of the proposed
Merger, including the risks that a condition to closing would not be satisfied
within the expected timeframe or at all or that the closing of the proposed
Merger will not occur; (ii) the outcome of any legal proceedings that may be
instituted against the parties and others related to the Merger Agreement;
(iii) the occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement,
(iv) unanticipated difficulties or expenditures relating to the proposed Merger,
the response of business partners and competitors to the announcement of the
proposed Merger, and/or potential difficulties in employee retention as a result
of the announcement and pendency of the proposed Merger; (v) whether the
combined business of Adgero and DelMar will be successful, and (vi) those risks
detailed in DelMar's most recent Annual Report on Form 10-K and subsequent
reports filed with the
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Additional Information about the Proposed Merger and Where to Find It
This Current Report on Form 8-K does not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities or a solicitation of
any vote or approval. This Current Report on Form 8-K relates to the proposed
Merger of DelMar and Adgero. In connection with the proposed Merger, DelMar will
file a Registration Statement on Form S-4, which will include a document that
serves as a prospectus and proxy statement of DelMar (the "proxy
statement/prospectus"), and DelMar will file other documents regarding the
proposed Merger with the
Participants in the Solicitation
DelMar, and its respective directors and executive officers and other members of
management and employees and certain of their respective significant
stockholders may be deemed to be participants in the solicitation of proxies
from DelMar stockholders in respect of the proposed Merger. Information about
DelMar's directors and executive officers is available in DelMar's proxy
statement, filed
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger and Reorganization, dated as ofJune 9, 2020 , by and amongDelMar Pharmaceuticals, Inc. ,Adgero Acquisition Corp. , andAdgero Biopharmaceuticals Holdings, Inc. 10.1 Form of DelMar Support Agreement. 10.2 Form of Adgero Support Agreement. 99.1 Press release ofDelMar Pharmaceuticals, Inc. issuedJune 10, 2020 .
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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