the Compulsory Redemption or any of the other transactions contemplated by the Purchase Agreement, are not subject to, or conditioned on, the receipt or availability of any funds or financing. Parent and Buyer anticipate funding such cash requirements using Parent’s available cash on hand and may, in Parent’s sole discretion, draw down upon Parent’s existing debt facilities or enter into new debt arrangements.
Background of the Offer; Past Contacts or Negotiations with Olink.
Parent’s senior management team regularly considers, evaluates and discusses with the board of directors of Parent (the “Parent Board”) potential strategic alternatives, and has considered ways to enhance Parent’s performance and prospects in light of competitive and other relevant developments. These reviews have included periodic discussions with respect to potential transactions and collaborations that would further Parent’s strategic objectives and the potential benefits and risks of such transactions.
In early May 2023, representatives of J.P. Morgan Securities LLC (“J.P. Morgan”), on behalf of the Company, reached out to Paul Parker, Senior Vice President of Strategy and Corporate Development of Parent and his senior team members, to gauge, on the basis of publicly available information, Parent’s interest in, and knowledge of, the Company. Between early May and mid-June 2023, J.P. Morgan, on behalf of the Company, held additional initial discussions and shared introductory materials about the Company based on publicly available information with Parent.
From early June through late July 2023, J.P. Morgan, and from late July through late August 2023, J.P. Morgan and Goldman Sachs Bank Europe SE, Sweden Bankfilial (“Goldman Sachs”), each on behalf of the Company, were in contact with Parent about its potential interest in acquiring the Company. On June 25, 2023, Parent entered into a non-disclosure agreement (“NDA”) with the Company and received confidential information regarding the Company and its business.
After the execution of the NDA, Company management, together with representatives of J.P. Morgan and Goldman Sachs, held management sessions with Parent in order to provide certain confidential information and a detailed overview of the Company.
J.P. Morgan, as directed by the Company, invited Parent, by delivery of a process letter on July 18, 2023, to submit an initial indication of interest for the potential acquisition of the Company by August 4, 2023.
On August 4, 2023, Parent provided an indication of interest for an acquisition of the Company indicating a price range of $22.00 to $24.00 per Offer Security in cash.
Also on August 15, 2023, the Company provided Parent with access to the confidential electronic data room for the Company, and began to share due diligence information regarding the Company.
On September 12, 2023, J.P. Morgan and Goldman Sachs, as directed by the Company, invited Parent, by delivery of a process letter, to submit a final proposal by October 9, 2023, for the potential acquisition of the Company. The process letter also asked the bidders to submit a mark-up of the auction draft purchase agreement by September 21, 2023, in advance of the final bid submission.
On September 18, 2023, Cravath, Swaine & Moore LLP, counsel to Parent (“Cravath”), and Baker & McKenzie LLP and Baker & McKenzie Advokatbyrå KB, the Company’s outside counsel (collectively, “Baker McKenzie”), counsel to the Company, had a preliminary phone conversation to review certain questions about the purchase agreement and transaction structure. Cravath indicated Parent’s interest in potentially pursuing an acquisition of the Company through a purchase of all of its assets rather than through a tender offer.
On September 21, 2023, at a regularly scheduled Parent Board meeting, Marc Casper, chief executive officer of Parent, provided the Parent Board with an update on the transaction process between Parent and the Company.
On September 25, 2023, Cravath delivered to Baker McKenzie an initial mark-up of the auction draft purchase agreement. The revised draft included, among other things, (i) reference to a support agreement to be executed by the Majority Owner, and to-be-specified Company officers and directors that would obligate the parties to tender their Offer Securities to Parent and would restrict such securityholders from supporting any alternative transactions for twelve (12) months following any termination of the purchase agreement, including in connection with a superior proposal; (ii) the right of Parent to waive or amend the 90% minimum tender condition to an unspecified lower threshold; (iii) the removal of the Olink Board’s contractual right to respond to an intervening event by changing its recommendation; and (iv) a request for a termination fee to be paid by the Company or the Majority Owner to Parent