Felezonexor

Berlin-Chemie AG entered into an agreement to acquire Stemline Therapeutics, Inc. (NasdaqCM:STML) for approximately $610 million on May 3, 2020. Pursuant to the terms and subject to the conditions of the merger agreement, Berlin-Chemie will commence a tender offer no later than May 15, 2020 to acquire all of the outstanding shares of common stock of Stemline, at an offer price of $11.5 per Share, net to the seller in cash, without interest plus one contingent value right per share which represents the right to receive $1 per CVR. As on May 12, 2020, the tender offer was commenced. Under the terms of our agreement, each Stemline shareholder will receive an additional $1 per share upon completion of the first sale for use or consumption by the general public of ELZONRIS in the United Kingdom, France, Spain, Germany, or Italy after receiving approval by the European Commission on or before December 31, 2021. Upon closing of the transaction, out-of-the-money options (whether or not vested) will be cancelled, with out-of-the-money options with an exercise price below $12.5 receiving one contingent value right per share subject to such option, the value of which will be $1 minus the excess of the exercise price over $11.5. Options with an exercise price of $12.5 or above will be canceled upon the closing for no consideration. Upon closing of the transaction, in-the-money options (whether or not vested), outstanding RSUs and Restricted Shares will be accelerated and paid out. Menarini will acquire any shares of Stemline not tendered into the tender offer through a second-step merger for the same per share consideration as will be payable in the tender offer. Stemline will survive the merger as a direct wholly owned subsidiary of Berlin-Chemie. Menarini Industrie Farmaceutiche Riunite S.r.l., the parent of Berlin-Chemie AG expects to fund the acquisition through existing cash resources. In case of termination under specified circumstances, Stemline Therapeutics will pay the termination fee of the cash amount equal to $25.4 million and 3.75% of the equity value of Stemline. The transaction is subject to customary closing conditions including the tender of more than 50% of all shares of Stemline outstanding at the expiration of the offer and receipt of Hart-Scott-Rodino clearance. The merger is subject to consummation of offer where by Berlin-Chemie shall have accepted for payment all of the shares validly tendered pursuant to the offer and not validly withdrawn. The transaction has been unanimously approved by the Boards of Directors of Berlin-Chemie and Stemline Therapeutics. Stemline's Board of Directors recommends to shareholders of Stemline that they tender their shares into the tender offer. The required waiting period with respect to the offer will expire on June 1, 2020, unless earlier terminated by the FTC and the Antitrust Division. The required waiting period under the HSR Act with respect to the offer expired on June 1, 2020. Accordingly, the HSR condition has been satisfied. The transaction is expected to close in the second quarter of 2020. Berlin-Chemie will commence a tender offer no later than May 15, 2020. The offer will initially expire at one minute after 11:59 p.m. Eastern Time on the date that is 20 business days following the commencement of the offer. The merger will be effected as soon as practicable after the closing of the tender offer. Jason Silvers, Gianluca Parazzini and Skylar Dabbar of Goldman Sachs & Co. LLC acted as financial advisors to Menarini. Bruce Leucher and Jason Noble of PJT Partners LP and Ivan Farman and Greg Butz of BofA Securities, Inc. acted as fairness opinion providers and financial advisors to Stemline. Philip Richter and Maxwell Yim of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to Menarini. Graham Robinson, Faiz Ahmad, Maya Florence, Timothy F. Nelson, Regina Olshan, Maria Raptis, Resa Schlossberg and Moshe Spinowitz of Skadden, Arps, Slate, Meagher & Flom LLP and Matthew Mamak, Justin Howard, Mark McElreath, Natalie Clayton, Mike Stevens, and Brendan Caroll of Alston & Bird LLP acted as legal advisors to Stemline Therapeutics, Inc. D.F. King & Co., Inc. acted as information agent and Computershare Trust Company, N.A acted as transfer agent to Berlin-Chemie. John E. Sorkin of Ropes & Gray acted as legal advisor to PJT Partners. Stephen M. Kotran of Sullivan & Cromwell acted as legal advisor to BofA Securities, Inc. in the transaction. Berlin-Chemie AG completed the acquisition of Stemline Therapeutics, Inc. (NasdaqCM:STML) on June 10, 2020. At the expiry of offer, 33.7 million shares Stemline Therapeutics had been validly tendered representing approximately 64.25% of the shares outstanding at the time of the expiration of the offer. In addition, notices of guaranteed delivery had been delivered for 8.7 million shares representing approximately 16.64% of the shares outstanding of Stemline Therapeutics at the time of the expiration of the offer. The number of shares tendered satisfied the Minimum Condition. The tendered shares were accepted for payment. Berlin-Chemie will acquire the balance of the shares of Stemline Therapeutics under mandatory purchase. Upon consummation of the transaction, Stemline notified the Nasdaq Stock Market LLC to suspend trading of the shares and filed with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist. Upon closing of the transaction, Ron Bentsur, Ivan Bergstein, Darren Cline, Alan Forman, Daniel Hume, Mark Sard and Kenneth Zuerblis each resigned as a director of Stemline Therapeutics. Attilio Sebastio will join the surviving company as Director.