Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The aggregate Closing Amount is approximately $880 million.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing.

On March 2, 2023, the Company (a) notified Nasdaq of the consummation of the Merger and (b) requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of the Shares on Nasdaq will be suspended as of the close of business on March 2, 2023. The Company intends to file a certification on Form 15 with the SEC requesting the deregistration of the Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on March 2, 2023, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, (i) each of Susan Alesina, David Chiswell, Ph.D., Ronald H.W. Cooper, Habib Dable, Michael Gutch, Ph.D., Craig Hopkinson, M.D., Stephanie S. Okey, M.S. and Davey S. Scoon ceased to serve in his or her respective position as a member of the Company's Board of Directors, and any committee thereof effective as of the Effective Time, and (ii) Francois Garnier and Aymeric Le Chatelier, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company, in each case, effective as of the Effective Time.

In accordance with the terms of the Merger Agreement, Christelle Huguet and Jennifer Benenson, each an officer of Merger Sub immediately prior to the Effective Time, became officers of the Company, in each case, effective as of the Effective Time. Further, pursuant to a unanimous written consent of the Company's Board of Directors, dated as of March 2, 2023, Christelle Huguet, Jennifer Benenson, Elliot Beimel, Heather White, Alan Sokaler, Ronald H.W. Cooper, Simon Harford, Pamela Stephenson, Jan Mattson, Ph.D., Martha Carter, Jason Duncan, Michelle Graham and Paul Streck, M.D. were appointed as President, Senior Vice President, North America General Counsel, and Secretary, Vice President, Finance North America, and Treasurer, Senior Vice President, Clinical Development Operations R&D, Senior Director, Tax, Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Scientific Officer, Chief Regulatory Officer, General Counsel, Chief Human Resources Officer and Chief Medical Officer, respectively, of the Company, effective as of immediately following the consummation of the Merger. Biographical and other information with respect to Francois Garnier, Aymeric Le Chatelier, Christelle Huguet, Jennifer Benenson and Elliot Beimel is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Ipsen S.A. on January 23, 2023 and is incorporated herein by reference. Biographical and other information with respect to Ronald H.W. Cooper, Simon Harford, Pamela Stephenson, Jan Mattson, Ph.D., Martha Carter, Jason Duncan and Michelle Graham is set forth in the Company's most recent definitive proxy statement filed with the SEC on April 21, 2022 and is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company's third amended and restated certificate of incorporation and second amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No. Description



  2.1         Agreement and Plan of Merger, dated as of January 8, 2023, by and
            among the Company, Parent, Merger Sub and, solely for the limited
            purposes set forth therein, Guarantor (incorporated herein by reference
            to Exhibit 2.1 to Form 8-K filed by Albireo on January 9, 2023).

  3.1*        Third Amended and Restated Certificate of Incorporation of the
            Company.

  3.2*        Second Amended and Restated Bylaws of the Company.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

* Filed herewith.

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