Securities and Exchange Commission Form 8-K Idec
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QuickLinks -- Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2003 IDEC PHARMACEUTICALS CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-19311 33-0112644 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3030 Callan Road, San Diego, CA 92121 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 431-8500 N/A (Former name or former address, if changed since last report) Item 5. Other Events On Monday, June 23, 2003, IDEC Pharmaceuticals Corporation ("IDEC") and Biogen, Inc. ("Biogen") announced that they have signed a merger agreement (the "Merger Agreement") pursuant to which IDEC will combine with Biogen in an all-stock transaction (the "Transaction"). Under the terms of the Merger Agreement, IDEC will issue Biogen stockholders 1.15 shares of IDEC common stock for each outstanding share of Biogen common stock. Upon completion of the Transaction, IDEC stockholders will own 50.5% of the combined company and Biogen stockholders will own 49.5% of the combined company. Completion of the Transaction is subject to approval by the stockholders of both companies, as well as regulatory approvals and satisfaction of other customary closing conditions. The parties anticipate that the Transaction will be completed in the late third quarter or early fourth quarter of 2003. A copy of the joint press release announcing the Transaction is attached as Exhibit 99.1 to this Form 8-K. A copy of the Merger Agreement is attached as Exhibit 2.1 to this Form 8-K. The joint press release includes an overview of the material terms of the Transaction and descriptions of the companies. IDEC intends to file a registration statement on Form S-4 to register the shares of IDEC common stock to be issued in the Transaction. In connection with the Transaction, IDEC has entered into an amendment (the "Rights Agreement Amendment") to its Amended and Restated Rights Agreement dated as of July 26, 2001 (the "Rights Agreement"). A copy of the amendment is attached as Exhibit 4.1 to this Form 8-K. A copy of the Rights Agreement is filed as Exhibit 4.1 to IDEC's Form 8-K filed with the U.S. Securities and Exchange Commission on July 27, 2001. The Rights Agreement Amendment clarifies that, prior to the effectiveness of the Transaction, holders of Biogen common stock will not be deemed to beneficially own shares of IDEC common stock issuable in connection with the Transaction (under the Rights Agreement, in general, the rights will become exercisable if a person acquires more than a certain percentage of beneficial ownership of IDEC's then outstanding common stock). The foregoing summary of the Transaction and the Merger Agreement is subject to, and qualified in its entirety by, the Merger Agreement and the above- referenced joint press release, attached to this Form 8-K as Exhibits 2.1 and 99.1, respectively, and incorporated herein by reference. The foregoing summary of the Rights Agreement Amendment and the Rights Agreement is subject to, and qualified in its entirety by, the Rights Agreement Amendment, attached to this Form 8-K as Exhibit 4.1 and incorporated herein by reference, and the Rights Agreement, attached as Exhibit 4.1 to IDEC's Form 8-K filed July 27, 2001 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable (b) Not applicable (c) Exhibits. As noted above, the following exhibits (all of which are incorporated herein by reference) are attached to this Form 8-K: Exhibit 2.1 Agreement and Plan of Merger dated as of June 20, 2003 Exhibit 4.1 Amendment No. 1 to Amended and Restated Rights Agreement dated as of June 20, 2003 Exhibit 99.1 Press Release dated June 23, 2003 2 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 23, 2003 IDEC PHARMACEUTICALS CORPORATION By: /s/ JOHN M. DUNN Name: John M. Dunn Title: Senior Vice President and General Counsel 3 QuickLinks SIGNATURE QuickLinks -- Click here to rapidly navigate through this document Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG IDEC PHARMACEUTICALS CORPORATION, BRIDGES MERGER CORPORATION AND BIOGEN, INC. DATED AS OF JUNE 20, 2003 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS ARTICLE I THE MERGER 1 SECTION 1.1 The Merger 1 SECTION 1.2 Closing 1 SECTION 1.3 Effective Time 2 SECTION 1.4 Effects of The Merger 2 SECTION 1.5 Purposes of the Surviving Corporation 2 SECTION 1.6 Organizational Documents of the Surviving Corporation 2 SECTION 1.7 Directors and Officers of the Surviving Corporation 2 SECTION 1.8 IDEC Charter Amendment 2 SECTION 1.9 Alternative Structure 2 ARTICLE II EFFECTS OF THE MERGER; EXCHANGE OF CERTIFICATES 3 SECTION 2.1 Effect on Capital Stock 3 SECTION 2.2 Exchange of Shares and Certificates 4 ARTICLE III REPRESENTATIONS AND WARRANTIES 6 SECTION 3.1 Representations and Warranties of Biogen 6 SECTION 3.2 Representations and Warranties of IDEC and Merger Sub 21 ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS 36 SECTION 4.1 Conduct of Business 36 SECTION 4.2 No Solicitation 40 ARTICLE V ADDITIONAL AGREEMENTS 44 SECTION 5.1 Preparation of SEC Documents; Stockholders' Meetings 44 SECTION 5.2 Accountant's Letters 45 SECTION 5.3 Access to Information; Confidentiality 46 SECTION 5.4 Reasonable Efforts 46 SECTION 5.5 Indemnification and Insurance 47 SECTION 5.6 Fees and Expenses 48 SECTION 5.7 Public Announcements 48 SECTION 5.8 Listing 48 SECTION 5.9 Tax-Free Reorganization Treatment 48 SECTION 5.10 Post-Agreement Operations 48 SECTION 5.11 Conveyance Taxes 49 SECTION 5.12 Equity Awards and Employee Benefits 49 SECTION 5.13 Consents of Accountants 50 SECTION 5.14 IDEC Board 50 SECTION 5.15 Affiliate Legends 51 SECTION 5.16 Notification of Certain Matters 51 SECTION 5.17 Section 16 Matters 52 SECTION 5.18 Rights Plans; State Takeover Laws 52 SECTION 5.19 Reservation of IDEC Common Stock 52 SECTION 5.20 Actions with Respect to the New IDEC Stock Plan and the New IDEC Annual Bonus Plan 52 i ARTICLE VI CONDITIONS PRECEDENT 53 SECTION 6.1 Conditions to Each Party's Obligation to Effect The Merger 53 SECTION 6.2 Conditions to Obligations of Biogen 54 SECTION 6.3 Conditions to Obligations of IDEC and Merger Sub 54 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 55 SECTION 7.1 Termination 55 SECTION 7.2 Effect of Termination 56 SECTION 7.3 Payments 57 SECTION 7.4 Amendment 59 SECTION 7.5 Extension; Waiver 59 ARTICLE VIII GENERAL PROVISIONS 59 SECTION 8.1 Nonsurvival of Representations and Warranties 59 SECTION 8.2 Notices 59 SECTION 8.3 Definitions 60 SECTION 8.4 Terms Defined Elsewhere 63 SECTION 8.5 Interpretation 66 SECTION 8.6 Counterparts 66 SECTION 8.7 Entire Agreement; No Third-Party Beneficiaries 66 SECTION 8.8 Governing Law 67 SECTION 8.9 Assignment 67 SECTION 8.10 Consent to Jurisdiction 67 SECTION 8.11 Headings, etc. 67 SECTION 8.12 Severability 67 SECTION 8.13 Failure or Indulgence Not Waiver; Remedies Cumulative 67 SECTION 8.14 Waiver of Jury Trial 67 SECTION 8.15 Specific Performance 67 EXHIBIT A FORM OF IDEC CERTIFICATE OF AMENDMENT A-1 ii AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of June 20, 2003, by and among IDEC PHARMACEUTICALS CORPORATION, a Delaware corporation ("IDEC"), BRIDGES MERGER CORPORATION, a Massachusetts corporation and a direct wholly owned subsidiary of IDEC ("Merger Sub"), and BIOGEN, INC., a Massachusetts corporation ("Biogen"). W I T N E S S E T H: WHEREAS, the respective Boards of Directors of IDEC, Merger Sub and Biogen have deemed it advisable and in the best interests of their respective corporations and stockholders that IDEC and Biogen engage in a business combination in a merger of equals in order to advance their respective long-term strategic business interests; and WHEREAS, in furtherance thereof, the Boards of Directors of each of IDEC, Merger Sub and Biogen have approved this Agreement and the merger of Merger Sub with and into Biogen with Biogen continuing as the surviving corporation (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the provisions of the Massachusetts Business Corporation Law (the "MBCL"); and WHEREAS, the Board of Directors of Biogen has determined to recommend to its stockholders the approval and adoption of this Agreement and the Merger; and WHEREAS, the Board of Directors of IDEC has determined to recommend to its stockholders approval of the IDEC Charter Amendment (as defined in Section 1.8) and the issuance of shares of IDEC Common Stock (as defined in Section 2.1(a)) in connection with the Merger (the "Share Issuance"); and WHEREAS, IDEC, as the sole stockholder of Merger Sub, has approved this Agreement and the Merger; and WHEREAS, for United States federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement is intended to be, and is hereby, adopted as a plan of reorganization within the meaning of Section 368 of the Code.