DEFM14A

DEFM14A 1 d571460ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Sierra Oncology, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Sierra Oncology, Inc.

1820 Gateway Drive, Suite 110

San Mateo, California 94404

To the Stockholders of Sierra Oncology, Inc.:

You are cordially invited to attend a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Sierra Oncology, Inc. (which we refer to as the “Company” or “Sierra Oncology”). The special meeting will be held on June 29, 2022, at 10:00 a.m., Pacific time. You may attend the special meeting via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/SRRA2022SM. You will be able to listen to the special meeting live and vote online.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated April 12, 2022, between GlaxoSmithKline plc (which we refer to as “GSK”), Orikum Acquisition Inc. (which we refer to as “Acquisition Sub”) and Sierra Oncology, as it may be amended from time to time (which we refer to as the “merger agreement”). We refer to the merger of Acquisition Sub (an indirect wholly owned subsidiary of GSK) with and into Sierra Oncology as the “merger.” At the special meeting, you will also be asked to consider and vote on (1) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sierra Oncology to its named executive officers in connection with the merger; and (2) a proposal for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $55.00 in cash, without interest and subject to any applicable withholding taxes, for each share of our common stock that you own (unless you have properly exercised your appraisal rights). This amount constitutes (1) a premium of approximately 39 percent to the closing price of our common stock on April 12, 2022, which was the last full trading day before public announcement of the transaction; and (2) a premium of approximately 63 percent to the volume-weighted average price (“VWAP”) of our common stock over the 30 trading days ending April 12, 2022.

Sierra Oncology’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Sierra Oncology and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Sierra Oncology’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Sierra Oncology to its named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger, and the other proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of Sierra Oncology’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of a quorum or be voted at the special meeting, and that will have the same effect as voting against the adoption of the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders in the US and Canada call toll-free: (877) 750-0510

Stockholders in other locations please call: +1 (412) 232-3651

Banks and brokers call collect: (212) 750-5833

On behalf of Sierra Oncology’s Board of Directors, thank you for your support.

Very truly yours,



Stephen G. Dilly, MBBS, PhD
President and Chief Executive Officer

The accompanying proxy statement is dated May 16, 2022 and, together with the enclosed form of proxy card, is first being sent on or about May 18, 2022.

LOGO

Sierra Oncology, Inc.

1820 Gateway Drive, Suite 110

San Mateo, California 94404

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 29, 2022

Notice is given that a special meeting of stockholders (which we refer to, together with any adjournment, postponement or other delay thereof, as the “special meeting”) of Sierra Oncology, Inc., a Delaware corporation (which we refer to as “Sierra Oncology”), will be held on June 29, 2022, at 10:00 a.m., Pacific time, for the following purposes:

To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated April 12, 2022, between GlaxoSmithKline plc, Orikum Acquisition Inc. and Sierra Oncology, as it may be amended from time to time (which we refer to as the “merger agreement”);

To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sierra Oncology to its named executive officers in connection with the merger of Orikum Acquisition Inc., an indirect wholly owned subsidiary of GlaxoSmithKline plc, with and into Sierra Oncology (which we refer to as the “merger”);

To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and

To transact any other business that may properly come before the special meeting.

The special meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/SRRA2022SM. You will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at 10:00 a.m., Pacific time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Sierra Oncology stockholders as of the close of business on May 11, 2022, are entitled to notice of, and to vote at, the special meeting.

Sierra Oncology stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu

of receiving $55.00 per share in cash if the merger is completed, as determined in accordance with Section 262 of the Delaware General Corporation Law (which is referred to as the “DGCL”). To do so, a Sierra Oncology stockholder must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and must meet certain other conditions. Section 262 of the DGCL is reproduced in its entirety in Annex B to the accompanying proxy statement and is incorporated in this notice by reference.

Even if you plan to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the adoption of the merger agreement.


By Order of the Board of Directors,

Stephen G. Dilly, MBBS, PhD President and Chief Executive Officer
Dated:		May 16, 2022
San Mateo, CA

IMPORTANT INFORMATION

Even if you plan to attend the special meeting, we encourage you to submit your proxy as promptly as possible: (1) over the internet; (2) by telephone; or (3) by signing and dating the enclosed proxy card (a prepaid reply envelope is provided for your convenience). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders in the US and Canada call toll-free: (877) 750-0510

Stockholders in other locations please call: +1 (412) 232-3651

Banks and brokers call collect: (212) 750-5833

TABLE OF CONTENTS


SUMMARY			1
Introduction			1
Parties Involved in the Merger			1
Effect of the Merger			2
Per Share Price			2
The Special Meeting			3
Recommendation of the Sierra Oncology Board and Reasons for the Merger			4
Opinion of Lazard Frères & Co. LLC			5
Treatment of Equity Awards in the Merger			5
Treatment Warrants in the Merger			6
Employee Benefits			6
Interests of Sierra Oncology’s Directors and Executive Officers in the Merger			7
Appraisal Rights			7
Material U.S. Federal Income Tax Consequences of the Merger			8
Regulatory Approvals Required for the Merger			9
The Support Agreements			9
No Solicitation of Other Acquisition Proposals			9
Change in the Sierra Oncology Board’s Recommendation			10
Conditions to the Closing of the Merger			10
Termination of the Merger Agreement			11
Termination Fees and Remedies			12
Delisting and Deregistration of Our Common Stock			13
Effect on Sierra Oncology if the Merger is Not Completed			13
Litigation Relating to the Merger			13
QUESTIONS AND ANSWERS			14
FORWARD-LOOKING STATEMENTS			24
THE SPECIAL MEETING			26
Date, Time and Place			26
Purpose of the Special Meeting			26
Attending the Special Meeting			26
Record Date; Shares Entitled to Vote; Quorum			26
Vote Required; Abstentions and Broker Non-Votes			27
Shares Held by Sierra Oncology’s Directors and Executive Officers			27
Voting of Proxies			27
Revocability of Proxies			28
The Sierra Oncology Board’s Recommendation			29
Adjournment			29
Solicitation of Proxies			29
Anticipated Date of Completion of the Merger			30
Appraisal Rights			30
Other Matters			30
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 29, 2022			31
Householding of Special Meeting Materials			31
Questions and Additional Information			31
THE MERGER			32
Parties Involved in the Merger			32
Effect of the Merger			32
Effect on Sierra Oncology if the Merger is Not Completed			33
Per Share Price			33
Background of the Merger			34
Recommendation of the Sierra Oncology Board and Reasons for the Merger			42


Opinion of Lazard Frères & Co. LLC			46
Certain Unaudited Prospective Financial Information			53

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SEC Form DEFM14A filed by Sierra Oncology Inc.