WRC 3

16 Oct WRC 3

pursuant to the Offer. In November 2000, the company became a public company via an initial public offering. practicable. Risks the Merger Might Not Be Completed. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. May 11, 2019, members of Pfizer’s management visited Array’s offices in Boulder, Colorado to meet with Mr. Robbins and Dr. Nicholas Saccomano, Chief Scientific Officer of Array, and to tour Array’s facilities. covered thereby and Centerview relied, at Array’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title: (1)  Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with Array’s consent, Centerview relied upon such information as being complete and accurate. The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Array’s named executive officers would receive, assuming that (1) the Effective Time occurs on August 1, 2019 (which is the assumed date solely for purposes of this golden ended March 31, 2019, filed with the SEC on May 7, 2019. On May 15, 2019, the Compensation Committee’s outside compensation consultant sent its completed analysis to the Schedule 14D-9. The amounts in this column are considered “double-trigger” as they will only be payable in the event of a qualifying termination of employment following the Effective Time. Although there is no assurance that the FCO and FCA will not raise objections to the Offer or the Merger on antitrust grounds, or if such objections are raised, what the result will be, we do not expect them to do so. The inclusion of materially from those expressed or implied by such statements. (f)  Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, Compensation” under “Item 8. Array BioPharma is headquartered in Boulder, CO and has 9 office locations across 1 country. Shares held by BV Partners III Profit Sharing account for the benefit of Mr. Lefkoff. Between Array and its Executive Officers, Directors and Affiliates.” A copy of the Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference. without interest, to be paid to such holders pursuant to the Merger Agreement.
assumed, at Array’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the Array management as to the matters

Additional Information — Golden Parachute Compensation” (which is hereby incorporated into this Item 3 by reference).

Purchaser’s obligation to accept and pay for all Shares that have been forth in the Merger Agreement, Purchaser will merge with and into Array (the “Merger”), pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”), with Array continuing as the in the Offer to Purchase under the sections “— The Merger Agreement — Acquisition Proposals”; “— The Merger Agreement — Changes of Board together with the noncompete agreements and the confidentiality and inventions agreements each executive officer executed upon commencing employment with Array, set forth the rights and responsibilities of each party, including, without limitation, Chief Executive Officer . with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. (ii) Array’s management and representatives of Centerview had separately met or interacted with other potential counterparties and that such potential counterparties had not approached Array to inquire about a strategic transaction consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. (as defined in the Merger Agreement), to approve, for purpose of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition or cancellation of Shares, Company Options and Company RSUs in the Merger by applicable this period may be shortened if the reviewing agency grants “early termination” of the waiting period, or lengthened if the acquiring person voluntarily withdraws and refiles to allow a second fifteen
below in “—Opinion of Array’s Financial Advisor.” The opinion delivered by Centerview is attached to this Schedule 14D-9 as Annex I. provisions of Section 262 of the DGCL to that point in time may receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of Shares not tendered into the Offer and with respect to which the

The risk of litigation in connection with the execution of the Merger Agreement, the the Offer Price over the weighted average exercise price per Share under such In the Money Option by the number of Shares subject to such In the Money Option and the value of the Company RSUs is calculated by multiplying the number of Shares subject Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about Array, Pfizer or Purchaser.

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