Item 8.01 Other Events.
On November 7, 2022, Oyster Point, Inc., a Delaware corporation ("Oyster Point")
issued a press release announcing the execution of a Merger Agreement (the
"Merger Agreement"), made and entered into as of November 7, 2022 by and among
Oyster Point, Viatris Inc., a Delaware corporation and Iris Purchaser Inc., a
Delaware corporation and a wholly owned subsidiary of Viatris Inc.
("Purchaser"). A copy of this press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference herein.
Additional Information about the Transaction and Where to Find It
The tender offer for the outstanding common stock of Oyster Point Pharma Inc.
("OP") has not yet been commenced. This Current Report on Form 8-K does not
constitute a recommendation, an offer to purchase or a solicitation of an offer
to sell OP securities. At the time the tender offer is commenced, Viatris Inc.
("Parent") and Iris Purchaser Inc., a direct wholly owned subsidiary of Parent
("Purchaser"), will file a Tender Offer Statement on Schedule TO (including an
Offer to Purchase) with the Securities and Exchange Commission (the "SEC") and
thereafter, OP will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC, in each case, with respect to the Tender Offer. The
solicitation and the offer by Parent to purchase shares of OP's common stock
will only be made pursuant to such Offer to Purchase and related materials. Once
filed, investors and security holders are urged to read these materials
(including the Offer to Purchase, a related Letter of Transmittal and certain
other tender offer documents, as each may be amended or supplemented from time
to time) carefully since they will contain important information that OP
investors and security holders should consider before making any decision
regarding tendering their common stock, including the terms and conditions of
the tender offer. The Tender Offer Statement, Offer to Purchase,
Solicitation/Recommendation Statement and related materials will be filed with
the SEC, and OP investors and security holders may obtain a free copy of these
materials (when available) and other documents filed by Parent, Purchaser and OP
with the SEC at the website maintained by the SEC at www.sec.gov. In addition,
the Tender Offer Statement and other documents that Parent and Purchaser file
with the SEC will be made available to all investors and security holders of OP
free of charge from the information agent for the tender offer. Investors may
also obtain, at no charge, the documents filed with or furnished to the SEC by
OP under the "Investors & Media" section of OP's website at
https://oysterpointrx.com.
Forward-Looking Statements
To the extent that statements contained in this Current Report on Form 8-K are
not statements of historical facts, they may be deemed to be forward-looking
statements. In some cases, such forward-looking statements can be identified by
terms such as "believes," "plans," "anticipates," "continue," "potential,"
"seek," "goal," "projects," "estimates," "expects," "intends," "strategy,"
"future," "opportunity," "may," "will," "should," "could," "potential," or
similar expressions. Such forward-looking statements are based on management's
current expectations, beliefs, estimates, projections and assumptions. As such,
forward-looking statements are not guarantees of future performance and involve
inherent risks and uncertainties that are difficult to predict. As a result, a
number of important factors could cause actual results to differ materially from
those indicated by such forward-looking statements, including: the risk that the
proposed acquisition of Oyster Point Pharma Inc. ("OP") by Viatris Inc.
("Parent") may not be completed; the possibility that competing offers or
acquisition proposals for OP will be made; the delay or failure of the tender
offer conditions to be satisfied (or waived), including insufficient shares of
OP common stock being tendered in the tender offer; the failure (or delay) to
receive the required regulatory approvals of the proposed acquisition; the
possibility that prior to the completion of the transactions contemplated by the
acquisition agreement, Parent's or OP's business may experience significant
disruptions due to transaction-related uncertainty; the effects of disruption
from the transactions of OP's business and the fact that the announcement and
pendency of the transactions may make it more difficult to establish or maintain
relationships with employees, manufacturers, suppliers, vendors, business
partners and distribution channels to patients; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
acquisition agreement; the risk that stockholder litigation in connection with
the proposed transaction may result in significant costs of defense,
indemnification and liability; the failure of the closing conditions set forth
in the acquisition agreement to be satisfied (or waived); the possibility that
OP's expectations as to the extent to which OP will be able to continue to
commercialize TYRVAYA® (varenicline solution) Nasal Spray and any of OP's other
products and product candidates may not be realized as anticipated; the
possibility that the anticipated scope, rate of progress and cost of OP's
preclinical studies and clinical trials and other research and development that
OP may not materialize; the possibility that OP's estimates of its expenses,
ongoing losses, future revenue, capital requirements and its needs for
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or ability to obtain additional financing may not be accurate; the possibility
that OP's expectations may not be met as to the sufficiency of its capital
resources; the possibility that OP's expectations may not be met as to its
ability to obtain and maintain intellectual property protection for its products
and any of its product candidates; the possibility that OP's anticipated receipt
and timing of royalties from its collaborators may not be realized as
anticipated; the possibility that OP's expectations may not be met as to the
revenues from its collaborations; the possibility that OP's expectations may not
be met as to OP's ability to retain and recruit key personnel and third-party
distributors; the possibility that OP's expectations may not be met as to its
anticipated financial performance; the possibility that OP's expectations may
not be met as to its anticipated developments and projections relating to its
competitors or the industry in which OP operates; the possibility that
unforeseen safety issues could emerge for TYRVAYA Nasal Spray that could require
OP to change the prescribing information, limit use of the product and/or result
in litigation; the possibility that other manufacturers could obtain approval
for generic versions of TYRVAYA Nasal Spray or of products with which OP
competes; the possibility that the third-party organizations that manufacture,
supply and distribute TYRVAYA Nasal Spray may fail to perform adequately or
fulfill OP's needs; the possibility that changes in healthcare law and
implementing regulations may occur and may negatively impact OP's ability to
generate revenues or could limit or prevent OP's products' or product
candidates' commercial success; the possibility that regulatory filings for
products or product candidates that OP or its partners develop are not made or
granted as currently anticipated; the possibility that OP is not able to
negotiate adequate pricing, coverage and adequate reimbursement for its products
and product candidates with third parties and government authorities; the
possibility of political, social and economic instability, natural disasters or
public health epidemics in countries where OP or its collaborators conduct
activities related to OP's business; and a variety of other risks set forth from
time to time in Parent's or OP's filings with the SEC, including but not limited
to the risks discussed in Parent's Annual Report on Form 10-K for the year ended
December 31, 2021 and in other filings with the SEC and the risks discussed in
OP's Annual Report on Form 10-K for the year ended December 31, 2021 and in its
other filings with the SEC. The risks and uncertainties may be amplified by the
COVID-10 pandemic, which has caused significant economic uncertainty. The extent
to which the COVID-19 pandemic impacts Parent's and OP's businesses, operations
and financial results, including the duration and magnitude of such effects,
will depend on numerous factors, which are unpredictable, including, but not
limited to, the duration and spread of the outbreak, its severity, the actions
to contain the virus or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume. The reader is cautioned not
to unduly rely on these forward-looking statements. Parent and OP expressly
disclaim any intent or obligation to update or revise publicly these
forward-looking statements except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated November 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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