BIOHAVEN PHARMACEUTICAL HOLDING CO LTD. : Entering a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement


On May 9, 2022, Biohaven Pharmaceutical Holding Company Ltd., a British Virgin
Islands business company limited by shares (the "Company"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Pfizer Inc., a
Delaware corporation ("Pfizer" or "Parent"), and Bulldog (BVI) Ltd., a British
Virgin Islands business company limited by shares and a wholly owned subsidiary
of Parent ("Merger Sub"), pursuant to which, on the terms and subject to the
conditions set forth in the Merger Agreement, Merger Sub will merge with and
into the Company (the "Merger"), with the Company surviving the Merger as a
wholly owned subsidiary of Parent.

In connection with and as a condition to the Merger, the Company and Biohaven
Research Ltd., a British Virgin Islands business company limited by shares and a
wholly owned subsidiary of the Company ("SpinCo)" entered into a Separation and
Distribution Agreement, dated as of May 9, 2022 (the "Separation Agreement"),
pursuant to which, on the terms and subject to the conditions set forth in the
Separation Agreement, immediately prior to the effective time of the Merger (the
"Effective Time"): (i) the Company will effect a pre-closing reorganization (the
"Pre-Closing Reorganization"), which will result in (x) SpinCo owning, assuming
or retaining certain assets and liabilities of the Company and its subsidiaries
related to the Company's pipeline assets and businesses, and (y) the Company
owning, assuming or retaining all other assets and liabilities, including those
associated with the Company's platform for the research, development,
manufacture and commercialization of calcitonin gene-related peptide receptor
antagonists, including rimegepant, zavegepant and the Heptares Therapeutics
Limited pre-clinical CGRP portfolio (the "CGRP Business"); and (ii) thereafter,
the Company will distribute to its shareholders as of the record date all of the
issued and outstanding common shares of SpinCo, no par value ("SpinCo Common
Shares"), on a pro rata basis (the "Spin-Off"), at a ratio of one SpinCo Common
Share for every two common shares of the Company (the "Shares"). Following the
Spin-Off, SpinCo will be a separate public company and the Company will have no
continuing common share ownership interest in SpinCo.

The Merger and the Demerger should be taxable for the shareholders of the Company.

Merger Agreement

At the effective time of the Merger (the “Effective Time”), each:

(i)Share that is issued and outstanding immediately prior to the Effective Time
(other than (A) Shares owned by the Company as treasury shares, (B) Shares owned
by Parent or Merger Sub and (C) any dissenting shares) will no longer be
outstanding and will automatically be cancelled, extinguished and converted into
the right to receive an amount in cash equal to $148.50, without interest
thereon (the "Merger Consideration");

(ii)option to purchase Shares (each, a "Company Option") granted by the Company
under the Company's 2017 Equity Incentive Plan or 2014 Equity Incentive Plan
(collectively, the "Company Share Plans") that is outstanding as of immediately
prior to the Effective Time (after giving effect to the Spin-Off and the
provisions of the Separation Agreement), whether or not then vested, will be
cancelled and immediately cease to be outstanding and as soon as reasonably
practicable following the Effective Time, converted into the right to receive an
amount in cash equal to the product of (1) the excess, if any, of the Merger
Consideration over the per-share exercise price of such Company Option,
multiplied by (2) the number of Shares then subject to such Company Option; and

(iii)Company restricted stock unit (each, a "Company RSU") granted by the
Company under the Company Share Plans that is outstanding as of immediately
prior to the Effective Time (after giving effect to the Spin-Off and the
provisions of the Separation Agreement), whether or not vested, will be
cancelled and immediately cease to be outstanding and, as soon as reasonably
practicable following the Effective Time, converted into the right to receive an
amount in cash equal to the product of (i) the Merger Consideration, multiplied
by (ii) the number of Shares then subject to such Company RSU, with any
performance conditions applicable to Company RSUs that are subject to
performance-based vesting conditions deemed achieved at 100%.

Consummation of the Merger is subject to certain conditions, including: (i)
adoption of the Merger Agreement by holders of a majority of the outstanding
Shares and Series A Preferred Shares entitled to vote on such matters at the
Company's shareholders meeting and who are present at the shareholders meeting,
in person or by proxy (the "Company Requisite Vote"); (ii) the expiration,
termination or receipt of any approval or clearances applicable to the
consummation of the Merger under applicable antitrust laws, including the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") and the receipt
of certain additional clearances or approvals of certain other governmental
bodies applicable to the Merger; (iii) the absence of any law or order
prohibiting or making illegal the consummation of the Merger; (iv) effectiveness
of the registration statement to be filed with respect to registration of the
SpinCo Common Shares (the "Spin-Off Registration Statement"); (v) completion of
the Spin-Off; (vi) the absence of certain legal proceedings by governmental
authorities imposing certain limitations on Parent's ownership or operation of
the Company; (vii) subject to certain qualifications, the accuracy of
representations and warranties of
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the Company, Parent and Merger Sub, as applicable, under the Merger Agreement
and the performance in all material respects by the Company, Parent and Merger
Sub, as applicable, of their obligations under the Merger Agreement; and (viii)
the absence of any Company Material Adverse Effect (as defined in the Merger
Agreement).

The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries up to the Effective Time.

The Merger Agreement also includes covenants requiring the Company not to (i)
initiate, solicit, knowingly encourage or knowingly facilitate the making of any
offer or proposal which constitutes or is reasonably likely to lead to an
acquisition proposal, (ii) enter into any agreement with respect to an
acquisition proposal or (iii) engage in negotiations or discussions with, or
provide any non-public information or data to, any person relating to an
acquisition proposal (other than Parent or any of its affiliates or
representatives). Notwithstanding these restrictions, the Company may under
certain circumstances provide information to and engage in discussions or
negotiations with third parties with respect to a bona fide acquisition proposal
that the board of directors of the Company (the "Board") determines in good
faith, after consultation with the Company's financial advisor, constitutes or
is reasonably expected to lead to a Superior Proposal (as defined in the Merger
Agreement). In addition, the Board is permitted, subject to the terms and
conditions set forth in the Merger Agreement, to make an Company Adverse
Recommendation Change (as defined in the Merger Agreement) following receipt of
a Superior Proposal that did not result from a material breach of the no-shop
covenants in the Merger Agreement, if the Board concludes in good faith, after
consultation with outside counsel and its financial advisors, that failure to
take such action would reasonably be likely to be inconsistent with the
directors' fiduciary duties under applicable law, or in response to a Company
Intervening Event (as defined in the Merger Agreement), subject, in each case,
to certain matching rights in favor of Parent.

The Merger Agreement contains certain termination rights for each of the Company
and Parent. Upon termination of the Merger Agreement in accordance with its
terms, under certain circumstances, the Company will be required to pay Parent a
termination fee in an amount equal to $450 million, including if the Merger
Agreement is terminated due to (i) the Company accepting a superior proposal or
(ii) the Company Board changing its recommendation that shareholders vote to
approve the Merger Agreement. This termination fee will also be payable by the
Company if the Merger Agreement is terminated under certain circumstances and
prior to such termination, a proposal to acquire more than 50% of the Company's
stock or assets is made or publicly announced and not publicly withdrawn and the
Company enters into a definitive agreement for, or completes, any transaction
involving the acquisition of more than 50% of its stock or assets within twelve
months of such termination.

The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete, and is subject to, and
qualified in its entirety by reference to, the full text of the Merger
Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference. It is not intended to provide any
factual information about the Company, Parent or their respective subsidiaries
and affiliates. The representations, warranties and covenants contained in the
Merger Agreement have been made solely for the purposes of the Merger Agreement
and as of specified dates; were made solely for the benefit of the parties to
the Merger Agreement; are not intended as statements of fact to be relied upon
by the Company's shareholders, but rather as a way of allocating the risk
between the parties in the event that statements therein prove to be inaccurate;
have been modified or qualified by certain confidential disclosures that were
made between the parties in connection with the negotiation of the Merger
Agreement, which disclosures are not reflected in the Merger Agreement itself;
may have been made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these matters as facts;
may no longer be true as of a given date; and may apply standards of materiality
in a way that is different from what may be viewed as material by the Company's
shareholders. The Company's shareholders are not third-party beneficiaries under
the Merger Agreement (except, following the Effective Time, with respect to the
Company's shareholders' right to receive the Merger Consideration pursuant to
the Merger Agreement and the right of the Company on behalf of its shareholders
to pursue damages for any willful and material breach by Parent of the Merger
Agreement) and should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or
conditions of the Company, Parent or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the Company's or Parent's public disclosures.

Separation and Distribution Agreement

The Separation Agreement sets forth the terms and conditions regarding the
Spin-Off, including the transfer of certain assets by the Company to SpinCo and
the assumption of certain liabilities by SpinCo from the Company. The Separation
Agreement further allocates other assets between SpinCo and the Company and
provides for various continuing relationships between the Company's group of
companies and SpinCo's group of companies.

SpinCo will be funded by a cash contribution immediately prior to the effective
time of the Spin-Off from the Company of $275 million, less any marketable
securities and cash and cash equivalents held by SpinCo. In addition, following
the Effective
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Time, the Company will make certain tiered royalty payments at percentage rates
in the low- to mid-tens to SpinCo in respect of annual net sales of rimegepant
and zavegepant in the U.S. in excess $5.25 billion, subject to an annual cap on
royalties of $400 million per year. Such royalty payments would be in respect of
years ended on or prior to December 31, 2040.

The completion of the Spin-Off is subject to, among other things: (i)
satisfaction of the conditions to closing set forth in the Merger Agreement;
(ii) the effectiveness of the Spin-Off Registration Statement; (iii) final
listing approval from a national securities exchange of the SpinCo Common
Shares; (iv) the absence of any law or injunction prohibiting or making illegal
the consummation of the Spin-Off, the Pre-Closing Reorganization or the Merger;
(v) execution of a transition services agreement, pursuant to which the Company
and SpinCo will provide certain services to each other on a transitional basis
(the "Transition Services Agreement"); and (vi) completion of the Pre-Closing
Reorganization.

Prior to the Distribution, the Company will distribute to its shareholders of
record, on such date as may be determined by the Company's board of directors
(the "Company Board") or a committee of the Company Board as the record date for
such Distribution copies of an information statement relating to SpinCo that
will be part of the Spin-Off Registration Statement.

Under the Separation Agreement, each of the Company and SpinCo agrees to
indemnify and hold harmless the other party, and its affiliates and
representatives, from losses in connection with, among other things, (i) the
liabilities assigned to, or retained by, the other party, as applicable, or (ii)
the breach by such party of the Separation Agreement. Each of the Company and
SpinCo agrees to release the other party from any and all liabilities existing
or arising from any acts or events, including in connection with the Pre-Closing
Reorganization, the Distribution or any other transactions contemplated under
the Separation Agreement, the Merger Agreement and the Transition Services
Agreement, and each of the Company and SpinCo agrees not to bring any proceeding
or claim against the other party in respect of such liabilities.

Caution Regarding Forward-Looking Statements

This communication contains forward-looking information about the Pfizer project. . .


Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

      Exhibit Number                                      Exhibit Description
           2.1*                    Agreement and Plan of Merger, dated as of May 9, 2022, by and among
                                 Pfizer Inc., Bulldog (BVI) Ltd. and

Biohaven Pharmaceutical Holding

                                 Company Ltd.
           2.2*                    Separation and Distribution Agreement, 

dated May 9, 2022by

                                 and between Biohaven Pharmaceutical 

holding company ltd. and Biohaven

                                 Research Ltd.

           104                   The cover page of this Current Report on Form 8-K formatted as Inline
                                 XBRL.


* Certain exhibits and attachments have been omitted pursuant to Section 601(b)(2) of the

SK regulations. The company undertakes to provide, in addition to the SECOND a copy of everything

exhibitions or schedules omitted on request.

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