tm2332464-4_defm14a - none - 19.8852816s
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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
ImmunoGen, Inc.
(Name of Registrant as Specified In Its Charter)
(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.

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ImmunoGen, Inc.
830 Winter Street
Waltham, MA 02451
January 2, 2024
Dear Shareholder:
You are cordially invited to attend a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of shares of common stock, par value $0.01 per share (the “Company Common Stock”), of ImmunoGen, Inc., a Massachusetts corporation (“ImmunoGen” or the “Company”), to be held virtually on January 31, 2024, at 9:00 a.m. Eastern Time. Holders of shares of Company Common Stock will be able to virtually attend and vote at the Special Meeting via the internet at www.virtualshareholdermeeting.com/IMGN2024SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.
At the Special Meeting, you will be asked to consider and vote on (i) a proposal to approve the Agreement and Plan of Merger, dated November 30, 2023 (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among ImmunoGen, AbbVie Inc., a Delaware corporation (“AbbVie”), Athene Subsidiary LLC, a Delaware limited liability company and wholly owned subsidiary of AbbVie (“Intermediate Sub”), and Athene Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Intermediate Sub (“Purchaser”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ImmunoGen’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”) and (iii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into ImmunoGen, and the separate corporate existence of Purchaser will thereupon cease, with ImmunoGen continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of Intermediate Sub (the “Merger”) in accordance with the Massachusetts Business Corporation Act (the “MBCA”).
If the Merger is completed, you will be entitled to receive an amount in cash equal to $31.26 without interest, and subject to any applicable withholding taxes, for each share of Company Common Stock, and for each share of ImmunoGen’s preferred stock, designated as ImmunoGen’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Company Preferred Stock”), on an as-converted to Company Common Stock basis in accordance with ImmunoGen’s Certificate of Designation of Series A Convertible Preferred Stock, that you own as of immediately prior to the effective time of the Merger (unless you have properly and validly exercised and not withdrawn your appraisal rights).
ImmunoGen’s Board of Directors (the “Company Board”), for reasons described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement and the Merger are in the best interests of ImmunoGen; (ii) adopted the Merger Agreement; (iii) resolved to recommend the holders of shares of Company Common Stock vote to approve the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to the holders of shares of Company Common Stock with the recommendation of the Company Board that the holders of shares of Company Common Stock vote to approve the Merger Agreement. The Company Board unanimously recommends, on behalf of ImmunoGen, that you vote: (1) “FOR” the approval of the Merger Agreement; (2) “FOR” the non-binding, advisory Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, and the Merger. 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 the Company Board in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the
 

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entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.
Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote at the meeting your vote will revoke any proxy that you have previously submitted.
If you hold your shares of Company Common Stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares in accordance with the voting instruction form that you should receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.
Your vote is very important, regardless of the number of shares of Company Common Stock that you own. We cannot complete the Merger unless the proposal to approve the Merger Agreement is approved by the affirmative vote of the shareholders holding at least two-thirds of the outstanding shares of Company Common Stock as of the close of business on December 29, 2023, which is the record date for the Special Meeting.
If you have any questions or need assistance voting your shares of Company Common Stock, please contact our information agent:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
On behalf of the Company Board, I thank you for your support and appreciate your consideration of this matter.
Sincerely,
[MISSING IMAGE: sg_markjenyedy-bw.jpg]
MARK J. ENYEDY
President and Chief Executive Officer
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.
The accompanying proxy statement is dated January 2, 2024, and, together with the enclosed form of proxy card, is first being mailed on or about January 2, 2024.
 

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ImmunoGen, Inc.
830 Winter Street
Waltham, MA 02451
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2024
Notice is hereby given that a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of shares of common stock, par value $0.01 per share (the “Company Common Stock”), of ImmunoGen, Inc., a Massachusetts corporation (“ImmunoGen” or the “Company”), to be held virtually on January 31, 2024, at 9:00 a.m. Eastern Time. Holders of shares of Company Common Stock will be able to virtually attend and vote at the Special Meeting via the internet at www.virtualshareholdermeeting.com/IMGN2024SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:
1.   To consider and vote on the proposal to approve the Agreement and Plan of Merger, dated November 30, 2023 (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among ImmunoGen, AbbVie Inc., a Delaware corporation (“AbbVie”), Athene Subsidiary LLC, a Delaware limited liability company and wholly owned subsidiary of AbbVie (“Intermediate Sub”), and Athene Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Intermediate Sub (“Purchaser”). Upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into ImmunoGen, and the separate corporate existence of Purchaser will thereupon cease, with ImmunoGen continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of Intermediate Sub (the “Merger”) in accordance with the Massachusetts Business Corporation Act (the “MBCA”);
2.   To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ImmunoGen’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and
3.   To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
Only holders of shares of Company Common Stock of record as of the close of business on December 29, 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement, or other delay thereof.
ImmunoGen’s Board of Directors (the “Company Board”) recommends, on behalf of ImmunoGen, that you vote: (1) “FOR” the approval of the Merger Agreement; (2) “FOR” the non-binding, advisory Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
All holders of shares of Company Common Stock are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote virtually, your vote will revoke any proxy that you have previously submitted. If you hold your shares of Company Common Stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your bank, broker, or other nominee cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.
[MISSING IMAGE: sg_stephencmccluski-bw.jpg]
STEPHEN C. MCCLUSKI
Chair of the Company Board
Dated: January 2, 2024
 

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ImmunoGen, Inc.
830 Winter Street
Waltham, MA 02451
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2024
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY
MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 31, 2024
This proxy statement is available on the investor relations page of our website at https://investor.immunogen.com/financial-information/sec-filings. We intend to mail these proxy materials on or about January 2, 2024, to all holders of record of shares of common stock, par value $0.01 per share (the “Company Common Stock”), of ImmunoGen, Inc., a Massachusetts corporation (“ImmunoGen” or the “Company”), entitled to vote at the Special Meeting.
Beginning two (2) business days after notice of the Special Meeting, a complete list of holders of shares of Company Common Stock entitled to notice of the Special Meeting will be available for inspection by ImmunoGen shareholders on a virtual data room provided by ImmunoGen. Access to and use of this virtual data room will be subject to satisfactory verification of shareholder status and compliance with applicable Massachusetts law. To obtain access to the virtual data room, please contact ImmunoGen by email at IMGNShareholder@immunogen.com. The list of holders of shares of Company Common Stock entitled to notice of the Special Meeting will also be available for inspection by ImmunoGen shareholders during the Special Meeting via the virtual meeting website at www.virtualshareholdermeeting.com/IMGN2024SM.
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.
If you hold your shares of Company Common Stock in “street name,” you should instruct your bank, broker, or other nominee how to vote your shares of Company Common Stock in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to approve the Merger Agreement, without your instructions.
If you are a holder of record of shares of Company Common Stock, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares of Company Common Stock through a bank, broker, or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.
If you fail to (1) return your proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) vote virtually at the Special Meeting, your shares of Company Common Stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal (each term as defined in this proxy statement); however, if a quorum is not present, abstentions will count as a vote “AGAINST” the Adjournment Proposal (as defined in this proxy statement).
You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into this proxy
 

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statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting, or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Company Common Stock, please contact our information agent:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
 

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MISCELLANEOUS 101
 
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SUMMARY
This summary highlights selected information from this proxy statement related to the merger of Athene Merger Sub Inc., a wholly owned subsidiary of AbbVie Inc., with and into ImmunoGen, Inc. (the “Merger”), and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement (as defined in this proxy statement), along with all of the documents to which we refer in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.
Except as otherwise specifically noted in this proxy statement, “Company,” “ImmunoGen,” “we,” “our,” “us” and similar words refer to ImmunoGen, Inc., including, in certain cases, our subsidiaries. Throughout this proxy statement, we refer to AbbVie Inc. as “AbbVie,” Athene Subsidiary LLC as “Intermediate Sub” and Athene Merger Sub Inc. as “Purchaser.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated November 30, 2023, by and among ImmunoGen, AbbVie, Intermediate Sub and Purchaser as the “Merger Agreement,” our common stock, par value $0.01 per share, as the “Company Common Stock,” our preferred stock, designated as Series A Convertible Preferred Stock, par value $0.01 per share, as the “Company Preferred Stock,” and the holders of shares of Company Common Stock as the “ImmunoGen Common Holders” and the holders of shares of Company Common Stock and Company Preferred Stock, collectively, as “ImmunoGen Shareholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.
The Special Meeting
Date, Time, Place and Purpose of the Special Meeting
A special meeting of ImmunoGen Common Holders to consider and vote on the proposal to approve the Merger Agreement will be held virtually on January 31, 2024, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/IMGN2024SM (the “Special Meeting”).
At the Special Meeting, ImmunoGen Common Holders of record as of the close of business on December 29, 2023 (the “Record Date”) will be asked to consider and vote on:

a proposal to approve the Merger Agreement;

a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ImmunoGen’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and

a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).
Record Date; Shares Entitled to Vote; Quorum
You are entitled to receive notice of, and vote at, the Special Meeting if you owned shares of Company Common Stock at the close of business on the Record Date. Each holder of Company Common Stock will be entitled to one (1) vote for each such share of Company Common Stock owned at the close of business on the Record Date on all matters properly coming before the Special Meeting.
A quorum of ImmunoGen Common Holders is necessary to hold a valid Special Meeting. The holders of a majority in interest of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting, present virtually or represented by proxy, shall constitute a quorum at the Special
 
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Meeting. Each share of Company Common Stock is entitled to one (1) vote on each matter to be voted upon. On the Record Date, there were 279,354,016 shares of Company Common Stock outstanding and entitled to vote.
Your shares of Company Common Stock will be counted towards the quorum if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote by telephone, online or at the meeting. The Special Meeting may be adjourned to any other time or any other place (whether virtual or not) by the ImmunoGen Common Holders present or represented at the Special Meeting, although less than a quorum, or by the chair of the Special Meeting.
Vote Required; Abstentions and Broker Non-Votes
The affirmative vote of the ImmunoGen Common Holders holding at least two-thirds of the outstanding shares of Company Common Stock as of the close of business on the Record Date is required to approve the Merger Agreement (the “Company Requisite Vote”). Because the required vote for the proposal to approve the Merger Agreement is based on the number of votes the ImmunoGen Common Holders are entitled to cast rather than on the number of votes actually cast, if you (1) are a record holder and fail to authorize a proxy or vote online at the meeting or (2) are a beneficial holder and fail to instruct your broker on how to vote, such failure will have the same effect as votes cast “AGAINST” the proposal to approve the Merger Agreement. As of December 29, 2023, the Record Date for the Special Meeting, 186,236,011 shares of Company Common Stock constitute two-thirds of the issued and outstanding shares of Company Common Stock.
Approval of the Compensation Proposal, on a non-binding, advisory basis, requires, assuming a quorum is present, the affirmative vote of a majority of the shares of Company Common Stock properly cast at the Special Meeting on the proposal. The approval of the Compensation Proposal is on a non-binding, advisory basis and is not a condition to the completion of the Merger.
Approval of the Adjournment Proposal (a) when a quorum is present, requires the affirmative vote of ImmunoGen Common Holders holding a majority of the shares of Company Common Stock properly cast at the Special Meeting on the proposal and (b) when a quorum is not present, requires the affirmative vote of ImmunoGen Common Holders holding a majority of the shares of Company Common Stock present virtually or represented by proxy at the Special Meeting.
If an ImmunoGen Common Holder abstains from voting, that abstention will be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as if the ImmunoGen Common Holder voted “AGAINST” the proposal to approve the Merger Agreement. At the Special Meeting, assuming a quorum is present, abstentions will have no effect on the outcomes of the Compensation Proposal or the Adjournment Proposal. If a quorum is not present, abstentions will count as a vote “AGAINST” the Adjournment Proposal.
If no instruction as to how to vote is given in a validly executed, duly returned, and not revoked proxy, the proxy will be voted “FOR” ​(i) the proposal to approve the Merger Agreement; (ii) the Compensation Proposal; and (iii) the Adjournment Proposal to adjourn the Special Meeting.
Each “broker non-vote” will also count as a vote “AGAINST” the proposal to approve the Merger Agreement. A “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares of Company Common Stock. ImmunoGen does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker would be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement, and will have no effect on the Compensation Proposal, assuming a quorum is present, or the Adjournment Proposal.
 
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Under the Certificate of Designation of Series A Convertible Preferred Stock of ImmunoGen (the “Certificate of Designation”), the holders of Company Preferred Stock have no voting power whatsoever, except as otherwise provided by the Massachusetts Business Corporation Act (the “MBCA”). As a result, the holders of Company Preferred Stock do not have the right to vote their shares of Company Preferred Stock on any of the proposals described in this proxy statement.
Share Ownership and Interests of Certain Persons
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 779,585 shares of Company Common Stock, representing approximately 0.28% of the shares of Company Common Stock outstanding on the Record Date.
Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Company Common Stock (i) “FOR” the approval of the Merger Agreement, (ii) “FOR” the non-binding, advisory Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.
The Merger
Parties Involved in the Merger
ImmunoGen, Inc.
ImmunoGen was incorporated in Massachusetts in 1981 and is a commercial-stage biotechnology company focused on developing and commercializing the next generation of antibody-drug conjugates (ADCs) to improve outcomes for cancer patients. The Company Common Stock is listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IMGN”. ImmunoGen’s principal executive offices are located at 830 Winter Street, Waltham, MA 02451, and its telephone number is (781) 895-0600.
AbbVie Inc.
AbbVie is a global, research-based biopharmaceutical company. AbbVie uses its expertise, dedicated people, and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases. AbbVie’s common stock is listed and traded on The New York Stock Exchange (the “NYSE”) under the symbol “ABBV.” AbbVie’s principal executive offices are located at 1 North Waukegan Road, North Chicago, Illinois 60064-6400, and its telephone number is (847) 932-7900.
Athene Subsidiary LLC
Intermediate Sub is a Delaware limited liability company and a wholly owned subsidiary of AbbVie and was formed on November 22, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Intermediate Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Intermediate Sub’s principal executive offices are located at 1 North Waukegan Road, North Chicago, Illinois 60064-6400, and its telephone number is (847) 932-7900.
Athene Merger Sub Inc.
Purchaser is a Massachusetts corporation and a wholly owned subsidiary of Intermediate Sub and was formed on November 22, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Purchaser has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, Purchaser will cease to exist with ImmunoGen continuing as the surviving corporation and a wholly owned subsidiary of Intermediate Sub (the “Surviving Corporation”). Purchaser’s principal executive offices are located at 1 North Waukegan Road, North Chicago, Illinois 60064-6400, and its telephone number is (847) 932-7900.
 
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Effect of the Merger
On the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, and in accordance with the MBCA, Purchaser will merge with and into ImmunoGen, with ImmunoGen continuing as the Surviving Corporation. As a result of the Merger, the Company Common Stock will no longer be publicly traded and will be delisted from Nasdaq, and the Company Preferred Stock will be converted into the right to receive the Merger Consideration on an as-converted to Company Common Stock basis in accordance with the Certificate of Designation. In addition, the Company Common Stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and ImmunoGen will no longer file periodic reports with the SEC with respect to the Company Common Stock. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.
The time at which the Merger will become effective (the “Effective Time”) will occur upon the filing of a duly executed certificate of merger with the Secretary of the Commonwealth of Massachusetts (or at such later time as may be specified in the certificate of merger and agreed to by Purchaser and ImmunoGen).
Effect on ImmunoGen if the Merger is Not Completed
If the Merger Agreement is not approved by ImmunoGen Common Holders, or if the Merger is not completed for any other reason:
(i)
the ImmunoGen Shareholders will not be entitled to, nor will they receive, any payment for their respective shares of Company Common Stock or Company Preferred Stock pursuant to the Merger Agreement;
(ii)
(A) ImmunoGen will remain an independent public company, (B) the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (C) ImmunoGen will continue to file periodic reports with the SEC;
(iii)
ImmunoGen anticipates that (A) management will operate the business in a manner similar to that in which it is being operated today, and (B) ImmunoGen Shareholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect ImmunoGen’s business, prospects and results of operations, as such may be affected by, among other things, the industry in which ImmunoGen operates and economic conditions;
(iv)
the price of the Company Common Stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of the Company Common Stock would return to the price at which it trades as of the date of this proxy statement;
(v)
ImmunoGen’s Board of Directors (the “Company Board”) will continue to evaluate and review ImmunoGen’s business operations, strategic direction, and capitalization, among other things, and will make such changes as are deemed appropriate; and
(vi)
under certain specified circumstances, ImmunoGen may be required to pay AbbVie a termination fee in the amount of $353,500,000 (the “Termination Fee”) or AbbVie may be required to pay ImmunoGen a reverse termination fee in the amount of $656,500,000 (the “Reverse Termination Fee”). For more information, please see the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Effect of Termination” and “Proposal 1: Approval of the Merger Agreement — Termination Fee.”
Merger Consideration
Company Common Stock and Company Preferred Stock
At the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Company Common Stock (i) held in the treasury of the Company or owned by the Company or any direct or indirect wholly owned
 
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subsidiary of the Company immediately prior to the Effective Time, (ii) owned by AbbVie, Purchaser or any direct or indirect wholly owned subsidiary of AbbVie or Purchaser immediately prior to the Effective Time or (iii) held by shareholders who have properly exercised and perfected their demands for appraisal of such Company Common Stock in accordance with the MBCA) and each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (on an as-converted to Company Common Stock basis in accordance with the Certificate of Designation), will be converted into the right to receive an amount in cash equal to $31.26, without interest (the “Merger Consideration”), and subject to any applicable withholding taxes, and as of the Effective Time, all such shares will no longer be outstanding and will automatically be cancelled. For more information, please see the section of this proxy statement captioned “The Merger — Merger Consideration.”
After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis in accordance with the Certificate of Designation) that you own (less any applicable withholding taxes), but you will no longer have any rights as an ImmunoGen Shareholder (except that ImmunoGen Shareholders who properly exercise, and do not withdraw, their appraisal rights will have a right to receive payment of the “fair value” of their shares of Company Common Stock as determined pursuant to an appraisal proceeding, as contemplated by the MBCA). For more information, please see the section of this proxy statement captioned “The Merger — Appraisal Rights.”
Treatment of Company Equity Awards
Pursuant to the Merger Agreement:

Company Stock Options, Company RSUs, and Company DSUs.   As of the Effective Time, each option to purchase shares of Company Common Stock (“Company Stock Option”), each restricted stock unit with respect to shares of Company Common Stock (“Company RSU”) and each deferred stock unit with respect to shares of Company Common Stock (“Company DSU”) granted under the Company’s Amended and Restated 2018 Employee, Director and Consultant Equity Incentive Plan, Inducement Equity Incentive Plan, as amended, 2016 Employee, Director and Consultant Equity Incentive Plan, 2006 Employee, Director and Consultant Equity Incentive Plan or 2004 Non-Employee Director Compensation and Deferred Share Unit Plan (together, the “Company Equity Plans”) prior to the date of the Merger Agreement that is outstanding and unvested as of immediately prior to the Effective Time will vest in full.

Company Stock Options.   As of the Effective Time, each Company Stock Option granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock under such Company Stock Option.

Company RSUs and Company DSUs.   As of the Effective Time, each Company RSU and each Company DSU granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Company Common Stock subject to such Company RSU or Company DSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.

Post-Merger Agreement Company RSUs.   With respect to any Company RSUs granted on or after the date of the Merger Agreement, as of the Effective Time, each such Company RSU will be exchanged for restricted stock units with respect to shares of AbbVie’s common stock and will continue to vest on its original vesting schedule, subject to accelerated vesting on certain terminations of employment, as further described below.

Company ESPP.   The Company continued to operate its Employee Stock Purchase Plan (the “Company ESPP”) in accordance with its terms through the purchase period ending on the last business day prior to December 31, 2023, subject to certain restrictions related to new participants
 
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and increases in payroll deductions. The Company will suspend the commencement of any new purchase periods under the Company ESPP and will terminate the Company ESPP as of or prior to the Effective Time.
Recommendation of the Company Board
After careful consideration, the Company Board has unanimously (i) determined that the Merger Agreement and the Merger are in the best interests of ImmunoGen, (ii) adopted the Merger Agreement, (iii) resolved to recommend the holders of shares of Company Common Stock vote to approve the Merger Agreement, and (iv) directed that the Merger Agreement be submitted to the holders of shares of Company Common Stock with the recommendation of the Company Board that the holders of shares of Company Common Stock vote to approve the Merger Agreement.
Accordingly, the Company Board recommends, on behalf of ImmunoGen, that you vote: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the non-binding, advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.
Opinion of Goldman Sachs
Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered its oral opinion, subsequently confirmed in writing, to the Company Board that, as of November 30, 2023 and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than AbbVie and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders.
The full text of the written opinion of Goldman Sachs, dated November 30, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. The summary of Goldman Sachs’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Company Board in connection with its consideration of the Merger. Goldman Sachs’ opinion does not constitute a recommendation as to how any holder of Company Common Stock should vote with respect to the Merger or any other matter. Pursuant to an engagement letter between ImmunoGen and Goldman Sachs, ImmunoGen has agreed to pay Goldman Sachs transaction fee that is estimated, based on the information available as of the date of announcement of the Merger Agreement, at approximately $77 million, all of which is contingent upon consummation of the Merger.
Opinion of Lazard
ImmunoGen retained Lazard Frères & Co. LLC (which we refer to as “Lazard”) as its financial advisor in connection with the Merger. In connection with Lazard’s engagement, ImmunoGen requested that Lazard evaluate the fairness, from a financial point of view, to the ImmunoGen Common Holders (other than (i) shares of Company Common Stock held in the treasury of ImmunoGen or owned by ImmunoGen, AbbVie, Purchaser or any wholly owned subsidiary of ImmunoGen, AbbVie or Purchaser and (ii) dissenting shares (the holders of the shares described in clauses (i) and (ii) above, collectively, are referred to as “excluded holders”)), of the Merger Consideration to be paid to such holders in the Merger. On November 29, 2023, at a meeting of the Company Board, Lazard rendered to the Company Board its oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated November 29, 2023, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than excluded holders) in the Merger was fair, from a financial point of view, to such holders.
The full text of Lazard’s written opinion, dated November 29, 2023, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference in its entirety. For a summary of Lazard’s opinion and the methodology that Lazard used to render its opinion, please see the section of this proxy statement captioned
 
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“The Merger — Opinion of Lazard.” The summary of the written opinion of Lazard, dated November 29, 2023, set forth in this proxy statement is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex C. You are encouraged to read Lazard’s opinion and the summary contained in this proxy statement carefully and in their entirety.
Lazard’s engagement and its opinion were for the benefit of the Company Board (in its capacity as such) and Lazard’s opinion was rendered to the Company Board in connection with its evaluation of the Merger and addressed only the fairness, as of the date of the opinion, from a financial point of view, to the ImmunoGen Common Holders (other than excluded holders) of the Merger Consideration to be paid to such holders in the Merger. Lazard’s opinion did not address the relative merits of the Merger as compared to any other merger or business strategy in which ImmunoGen might engage or the merits of the underlying decision by ImmunoGen to engage in the Merger. Lazard’s opinion is not intended to, and does not, constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the Merger or any matter relating thereto.
Interests of ImmunoGen’s Directors and Executive Officers in the Merger
In considering the recommendation of the Company Board that the ImmunoGen Common Holders should vote to approve the proposal to approve the Merger Agreement, the ImmunoGen Shareholders should be aware that the executive officers and directors of ImmunoGen have certain interests in the Merger that may be different from, or in addition to, the interests of the ImmunoGen Shareholders generally, including those items listed below. The Company Board was aware of and considered these interests, among other matters, in evaluating and overseeing the negotiation of the Merger Agreement, in adopting the Merger Agreement, and in recommending that the Merger Agreement be approved by ImmunoGen Common Holders. As described in more detail below, these interests may include, for one or more of our directors and executive officers:

Company Stock Options, Company RSUs, and Company DSUs (together, the “Company Equity Awards”) held by Immunogen’s executive officers and directors will be treated as described in the section of this proxy statement captioned “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger — Treatment of Shares and Treatment of Company Equity Awards;”

Eligibility of ImmunoGen’s executive officers to receive severance payments and benefits (including vesting acceleration of any Company RSUs that may be granted following the date of the Merger Agreement) upon a termination of employment in certain circumstances, as described in more detail in the section of this proxy statement captioned “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger — Payment Upon Termination of Employment Following Change of Control;”

The payment of a pro-rated 2024 annual bonus at target performance; and

Continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.
For more information, please see the section of this proxy statement captioned “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger.”
Appraisal Rights
ImmunoGen has concluded that, under Part 13 of the MBCA, ImmunoGen Shareholders may be entitled to appraisal rights with respect to the Merger proposal and to receive the “fair value” of their shares of Company Common Stock and/or Company Preferred Stock in cash. To assert appraisal rights, a shareholder must (i) deliver, before the vote is taken on the Merger proposal, written notice of the shareholder’s intent to demand payment, (ii) not vote, or permit to be voted, the shareholder’s shares in favor of the Merger proposal and (iii) comply with the requirements of the MBCA. Perfection of appraisal rights is complex. The procedures for exercising appraisal rights is described in the section of this proxy statement captioned “The Merger — Appraisal Rights”. The full text of Part 13 of the MBCA is attached to this proxy statement as Annex D.
 
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Certain Material U.S. Federal Income Tax Consequences of the Merger
The receipt of cash by ImmunoGen Shareholders in exchange for shares of Company Common Stock or Company Preferred Stock in the Merger is expected to be a taxable transaction to ImmunoGen Shareholders for U.S. federal income tax purposes. Such receipt of cash by each ImmunoGen Shareholder that is a U.S. Holder (as defined under the section, “The Merger — Certain Material U.S. Federal Income Tax Consequences of the Merger”) is generally expected to result in the recognition of gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Company Common Stock or Company Preferred Stock surrendered pursuant to the Merger by such ImmunoGen Shareholder. Backup withholding taxes may also apply to the cash payments made pursuant to the Merger, unless such U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.
An ImmunoGen Shareholder that is a Non-U.S. Holder (as defined under the section, “The Merger —Certain Material U.S. Federal Income Tax Consequences of the Merger”) generally is not expected to be subject to U.S. federal income tax with respect to the exchange of Company Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.
For more information, please see the section of this proxy statement captioned “The Merger — Certain Material U.S. Federal Income Tax Consequences of the Merger.”
ImmunoGen Shareholders should consult their tax advisors in light of their particular circumstances and any specific tax consequences relating to the Merger, including U.S. federal, state, local and non-U.S. income and other tax consequences.
Regulatory Approvals Required for the Merger
Pursuant to the Merger Agreement, each of the parties has agreed to use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate the Merger and the other transactions contemplated by the Merger Agreement as promptly as possible, and, in any event, by or before the Outside Date (as defined in the Merger Agreement), including that the parties have agreed to, and to cause each of their respective subsidiaries to use its reasonable best efforts to take any and all actions necessary to, obtain any consents, clearances, or approvals required under or in connection with antitrust laws to enable all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other applicable antitrust laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any governmental body to cause the Merger to occur as promptly as possible and, in any event, by or before the Outside Date subject to certain limitations as outlined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Reasonable Best Efforts to Consummate the Merger; Regulatory Filings.”
No Solicitation
The Company has agreed not to, and to cause its subsidiaries not to, and to instruct its Representatives (as defined in this proxy statement) not to, directly or indirectly: (i) initiate, solicit, or knowingly encourage or knowingly facilitate the submission of any Acquisition Proposal (as defined in this proxy statement), (ii) engage in discussions or negotiations with respect to any Acquisition Proposal, or (iii) provide any non-public information to any person (other than AbbVie, Purchaser, or any of their respective designees) in connection with any Acquisition Proposal.
As used in this proxy statement, “Representatives” means the officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives of the applicable party.
Notwithstanding the foregoing restrictions, if at any time prior to receipt of the Company Requisite Vote the Company receives an Acquisition Proposal that did not result from a material breach of the no solicitation covenants in the Merger Agreement and that the Company Board or a committee thereof determines in good faith, after consultation with outside counsel and its financial advisor, constitutes a
 
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Superior Proposal (as defined in this proxy statement), then the Company may terminate the Merger Agreement to enter into an Alternative Acquisition Agreement (as defined in this proxy statement), subject to the terms and conditions of the Merger Agreement, including providing AbbVie notice that the Company intends to terminate the Merger Agreement to enter into such Alternative Acquisition Agreement and giving AbbVie the opportunity to propose terms of an amendment to the Merger Agreement.
If the Company terminates the Merger Agreement for the purpose of accepting and entering into a definitive agreement with respect of a Superior Proposal, the Company is required to pay the Termination Fee to AbbVie. For more information, please see the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Effect of Termination” and “Proposal 1: Approval of the Merger Agreement — Termination Fees.”
Conditions to the Closing of the Merger
The obligations of the Company, AbbVie, and Purchaser, as applicable, to consummate the Merger are subject to the satisfaction or waiver of customary conditions, including the following:

approval of the Merger Agreement by the Company Requisite Vote;

the receipt of certain regulatory approvals and the expiration or termination of any waiting periods under the HSR Act and the foreign antitrust laws specified in the Merger Agreement;

the absence of any law, order, injunction, or decree by any governmental body prohibiting or making illegal the consummation of the Merger;

the absence of a Company Material Adverse Effect since the date of the Merger Agreement that is continuing;

the accuracy of the representations and warranties of the Company, AbbVie, and Purchaser in the Merger Agreement, subject to certain qualifiers as of the closing date of the Merger (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case as of such earlier date); and

the compliance in all material respects by the Company, AbbVie and Purchaser of their respective covenants and obligations of the Merger Agreement required to be performed and complied with by the Company, AbbVie, and Purchaser at or prior to the Effective Time.
For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Conditions to the Closing of the Merger.”
Termination of the Merger Agreement
The Company and AbbVie have certain rights to terminate the Merger Agreement under certain circumstances. Either the Company or AbbVie may terminate the Merger Agreement if (i) they mutually agree in writing, (ii) any court of competent jurisdiction or other governmental body of competent jurisdiction issues a final order, decree or ruling or other final action permanently restraining, enjoining, or otherwise prohibiting the consummation of the Merger and such order, decree, ruling or other action has become final and non-appealable, (iii) the Company Requisite Vote is not obtained upon a vote taken thereon at the Special Meeting or (iv) the Merger has not been completed on or prior to August 30, 2024 (as may be extended under the Merger Agreement, the “Outside Date”), which will be automatically extended to May 30, 2025 if on the third business day prior to such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived (other than conditions that by their terms are to be satisfied at the closing).
AbbVie may terminate the Merger Agreement if (i) the Company Board effectuates a Change of Board Recommendation (as defined in this proxy statement) prior to the Company Requisite Vote being obtained or (ii) upon a breach of any covenant or agreement made by the Company in the Merger Agreement, or any representation or warranty of the Company is inaccurate or becomes inaccurate after the date of the Merger Agreement, subject to a cure period, and in each case such that a condition to Closing will not be satisfied if a Closing were to occur at such time.
 
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Additionally, the Company may terminate the Merger Agreement if (i) prior to obtaining the Company Requisite Vote, the Company accepts a Superior Proposal or (ii) upon a breach of any covenant or agreement made by AbbVie or Purchaser in the Merger Agreement, or any representation or warranty of AbbVie or Purchaser is inaccurate or becomes inaccurate after the date of the Merger Agreement, subject to a cure period, and in each case such that a condition to Closing will not be satisfied if the Closing were to occur at such time.
The Merger Agreement also provides that the Company must pay AbbVie a Termination Fee of $353.5 million if (i) the Company Board determines to terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in this proxy statement) and the Company so terminates or (ii) in the event that the Merger Agreement is terminated by AbbVie following a Change of Board Recommendation (as defined in this proxy statement), in each case, as set forth in the Merger Agreement. The Company must also pay AbbVie the Termination Fee if the Merger Agreement is terminated under certain circumstances, a third party has made an Acquisition Proposal (as defined in this proxy statement) publicly or to the Company Board prior to the termination of the Merger Agreement, and within twelve (12) months following such termination, the Company either consummates an Acquisition Proposal or enters into a definitive agreement for an Acquisition Proposal. The Merger Agreement provides that AbbVie must pay the Company a Reverse Termination Fee of $656.5 million in connection with the termination of the Merger Agreement, subject to certain limitations set forth in the Merger Agreement, if the Merger Agreement is terminated by either party as a result of (i) certain regulatory closing conditions relating to antitrust laws not having been satisfied as of the Outside Date (but all other closing conditions having been satisfied or waived) or (ii) a court of competent jurisdiction or other governmental body having issued a final, non-appealable order, decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting, the Merger and such order, decree, ruling or other action that gives rise to such termination right is in respect of, pursuant to or arises under any antitrust law. The parties to the Merger Agreement are also entitled to an injunction or injunctions to prevent breaches of the Merger Agreement, and to specifically enforce the terms and provisions of the Merger Agreement.
For more information, please see the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Termination of the Merger Agreement,” “Proposal 1: Approval of the Merger Agreement — Effect of Termination” and “Proposal 1: Approval of the Merger Agreement — Termination Fees.”
 
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QUESTIONS AND ANSWERS
The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement, and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”
Q:
Why am I receiving this proxy statement and proxy card or voting instruction form?
A:
You are receiving this proxy statement and proxy card or voting instruction form in connection with the solicitation of proxies by the Company Board for use at the Special Meeting because you have been identified as a holder of Company Common Stock as of the close of business on the Record Date for the Special Meeting. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Company Common Stock with respect to such matters.
Q:
When and where is the Special Meeting?
A:
The Special Meeting will be held virtually on January 31, 2024, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/IMGN2024SM.
Q:
What am I being asked to vote on at the Special Meeting?
A:
You are being asked to consider and vote on:

a proposal to approve the Merger Agreement pursuant to which Purchaser will merge with and into ImmunoGen, and ImmunoGen will become a wholly owned subsidiary of AbbVie;

a proposal to approve, on a non-binding, advisory basis, the Compensation Proposal; and

a proposal to approve the Adjournment Proposal.
Q:
Who is entitled to vote at the Special Meeting?
A:
ImmunoGen Common Holders as of the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. Each holder of Company Common Stock is entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each share of Company Common Stock that such holder owned as of the close of business on the Record Date. If you are a beneficial owner, you will need to contact the broker, bank or other nominee who is the ImmunoGen Common Holder of record with respect to your shares of Company Common Stock to obtain your control number (as described below) prior to the Special Meeting.
Under the Certificate of Designation, the holders of Company Preferred Stock have no voting power whatsoever, except as otherwise provided by the MBCA. As a result, the holders of Company Preferred Stock do not have the right to vote their shares of Company Preferred Stock on any of the proposals described in this proxy statement.
Q:
May I attend the Special Meeting virtually and vote at the Special Meeting?
A:
ImmunoGen Common Holders of Record and Beneficial Owners.   ImmunoGen Common Holders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. If you are an ImmunoGen Common Holder of record, you do not need to do anything in advance to attend and/or vote your shares of Company Common Stock at the Special Meeting, but to attend the Special Meeting, ImmunoGen Common Holders of record will need to use their control number on their proxy card to log into www.virtualshareholdermeeting.com/IMGN2024SM. Beneficial owners of Company
 
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Common Stock who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Special Meeting; instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee. We encourage you to access the Special Meeting before it begins. Online check-in will start approximately fifteen (15) minutes before the Special Meeting is scheduled to begin at 9:00 a.m. Eastern Time on January 31, 2024.
Each holder of record of Company Common Stock will be entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date.
Attending the Special Meeting as a Guest.   Guests may enter the Special Meeting in “listen-only” mode by entering the Special Meeting at www.virtualshareholdermeeting.com/IMGN2024SM and entering the information requested in the “Guest Login” section. Guests will not have the ability to vote or ask questions at the Special Meeting.
Q:
What will I receive if the Merger is completed?
A:
Upon completion of the Merger, you will be entitled to receive an amount in cash equal to $31.26, without interest thereon subject to and less any applicable withholding taxes, for each share of Company Common Stock that you own (and for each share of Company Preferred Stock on an as-converted to Company Common Stock basis in accordance with the Certificate of Designation) immediately prior to the Effective Time, unless you are entitled to and have properly exercised and not withdrawn, failed to perfect or otherwise lost your appraisal rights under Part 13 of the MBCA. For example, if you own 1,000 shares of Company Common Stock, you will receive $31,260 in cash in exchange for your shares of Company Common Stock, without interest and subject to deduction for any required withholding tax. You will not receive any shares of the capital stock in the Surviving Corporation. For more information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Merger Consideration.”
Q:
What will holders of Company awards receive if the Merger is consummated?
A:
Pursuant to the Merger Agreement:

Company Stock Options, Company RSUs, and Company DSUs.   As of the Effective Time, each option to purchase shares of Company Common Stock (“Company Stock Option”), each restricted stock unit with respect to shares of Company Common Stock (“Company RSU”) and each deferred stock unit with respect to shares of Company Common Stock (“Company DSU”) granted under the Company’s Amended and Restated 2018 Employee, Director and Consultant Equity Incentive Plan, Inducement Equity Incentive Plan, as amended, 2016 Employee, Director and Consultant Equity Incentive Plan, 2006 Employee, Director and Consultant Equity Incentive Plan or 2004 Non-Employee Director Compensation and Deferred Share Unit Plan (together, the “Company Equity Plans”) prior to the date of the Merger Agreement that is outstanding and unvested as of immediately prior to the Effective Time will vest in full.

Company Stock Options.   As of the Effective Time, each Company Stock Option granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock under such Company Stock Option.

Company RSUs and Company DSUs.   As of the Effective Time, each Company RSU and each Company DSU granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Company Common Stock subject to such Company RSU or Company DSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.
 
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Post-Merger Agreement Company RSUs.   With respect to any Company RSUs granted on or after the date of the Merger Agreement, as of the Effective Time, each such Company RSU will be exchanged for restricted stock units with respect to shares of AbbVie’s common stock and will continue to vest on its original vesting schedule, subject to accelerated vesting on certain terminations of employment, as further described below.

Company ESPP.   The Company continued to operate its Employee Stock Purchase Plan (the “Company ESPP”) in accordance with its terms through the purchase period ending on the last business day prior to December 31, 2023, subject to certain restrictions related to new participants and increases in payroll deductions. The Company has suspended the commencement of any new purchase periods under the Company ESPP and will terminate the Company ESPP as of or prior to the Effective Time.
Q:
When do you expect the Merger to be completed?
A:
We are working toward completing the Merger as quickly as possible. In order to complete the Merger, ImmunoGen is required to obtain the Company Requisite Vote described in this proxy statement, and the other closing conditions under the Merger Agreement must be satisfied or waived. Assuming timely satisfaction of necessary closing conditions, including obtaining the Company Requisite Vote, ImmunoGen is currently targeting to consummate the Merger in the middle of 2024. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.
Q:
What happens if the Merger is not completed?
A:
If the Merger Agreement is not approved by ImmunoGen Common Holders or if the Merger is not completed for any other reason, ImmunoGen Common Holders will not receive any payment for their shares of Company Common Stock. Instead, ImmunoGen will remain an independent public company, the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and ImmunoGen will continue to file periodic reports with the SEC. Under specified circumstances, ImmunoGen will be required to pay AbbVie the Termination Fee or may receive the Reverse Termination Fee upon the termination of the Merger Agreement, as described in the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Effect of Termination” and “Proposal 1: Approval of the Merger Agreement — Termination Fees.”
Q:
What vote is required to approve the Merger Agreement?
A:
The affirmative vote of ImmunoGen Common Holders holding at least two-thirds of the outstanding shares of Company Common Stock as of the close of business on the Record Date is required to approve the Merger Agreement.
If a quorum is present at the Special Meeting, the failure of any ImmunoGen Common Holder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If you hold your shares of Company Common Stock in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker, or other nominee how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.
Q:
What is a “broker non-vote”?
A:
A “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. ImmunoGen does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered
 
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“routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker would be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement and will have no effect on the Compensation Proposal, assuming a quorum is present, or the Adjournment Proposal.
Q:
Why are ImmunoGen Common Holders being asked to cast a non-binding advisory vote to approve the Compensation Proposal?
A:
The Exchange Act and applicable SEC rules thereunder require ImmunoGen to seek a non-binding, advisory vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.
Q:
What vote is required to approve the Compensation Proposal?
A:
Assuming a quorum is present, the affirmative vote of a majority of the shares of Company Common Stock properly cast on the Compensation Proposal at the Special Meeting is required for approval of the Compensation Proposal, on a non-binding, advisory basis.
Q:
What will happen if ImmunoGen Common Holders do not approve the Compensation Proposal at the Special Meeting?
A:
Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on ImmunoGen. Therefore, if the other requisite shareholder approvals are obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to ImmunoGen’s named executive officers in accordance with the terms and conditions of the applicable agreements.
Q:
What do I need to do now?
A:
You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card), so that your shares of Company Common Stock can be voted at the Special Meeting, unless you wish to seek appraisal pursuant to Part 13 of the MBCA. If you hold your shares of Company Common Stock in “street name,” please refer to the voting instruction form provided by your bank, broker, or other nominee to vote your shares of Company Common Stock.
Q:
May I exercise dissenters’ rights or rights of appraisal in connection with the Merger?
A:
ImmunoGen has concluded that, under Part 13 of the MBCA, ImmunoGen Shareholders may be entitled to appraisal rights with respect to the Merger proposal and to receive the “fair value” of their shares of Company Common Stock and/or Company Preferred Stock in cash. To assert appraisal rights, a shareholder must (i) deliver, before the vote is taken on the proposal to approve the Merger Agreement, written notice of the shareholder’s intent to demand payment, (ii) not vote, or permit to be voted, the shareholder’s shares in favor of the Merger proposal and (iii) comply with the requirements of the MBCA. Perfection of appraisal rights is complex, and your failure to follow exactly the procedures specified under the MBCA will result in the loss of any appraisal rights. The procedures for exercising appraisal rights are described in the section of this proxy statement captioned “The Merger — Appraisal Rights”. The full text of Part 13 of the MBCA is attached to this proxy statement as Annex D.
 
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Q:
Should I surrender my book-entry shares now?
A:
No. The Paying Agent (as defined in this proxy statement) will send each holder of shares of Company Common Stock of record a letter of transmittal prior to the Closing and written instructions that explain how to exchange shares of Company Common Stock represented by such holder’s book-entry shares for the Merger Consideration. For additional information, please see the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Payment of the Merger Consideration; Surrender of Shares.”
Q:
What happens if I sell or otherwise transfer my shares of Company Common Stock after the Record Date but before the Special Meeting?
A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of Company Common Stock and each of you notifies ImmunoGen in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Company Common Stock, but you will retain your right to vote those shares of Company Common Stock at the Special Meeting. You will also lose the ability to exercise appraisal rights in connection with the Merger with respect to the transferred shares of Company Common Stock. Even if you sell or otherwise transfer your shares of Company Common Stock after the Record Date, absent special arrangements, you will retain the right to vote those shares of Company Common Stock, and, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card).
Q:
What is the difference between holding shares as an ImmunoGen Common Holder of record and as a beneficial owner?
A:
If your shares of Company Common Stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares, to be the “shareholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by ImmunoGen.
If your shares of Company Common Stock are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker, or other nominee who is considered, with respect to those shares of Company Common Stock, to be the shareholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other nominee how to vote your shares of Company Common Stock by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the shareholder of record, you may not vote your shares of Company Common Stock virtually at the Special Meeting.
Q:
If my broker holds my shares in “street name,” will my broker vote my shares for me?
A:
No. Your bank, broker, or other nominee is permitted to vote your shares of Company Common Stock on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker, or other nominee how to vote. You should follow the procedures provided by your bank, broker, or other nominee to vote your shares of Company Common Stock. Without instructions, your shares of Company Common Stock will not be voted on such proposals, which will have the same effect as if you voted against approval of the Merger Agreement, and will have no effect on the Compensation Proposal, assuming a quorum is present, or the Adjournment Proposal.
Q:
How may I vote?
A:
If you are an ImmunoGen Common Holder of record (that is, if your shares of Company Common Stock are registered in your name with Broadridge Corporate Issuer Solutions, Inc., our transfer agent), there are four (4) ways to vote:
 
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by signing, dating, and returning the enclosed proxy card in the accompanying prepaid reply envelope;

by visiting the internet at the address on your proxy card;

by calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or

by attending the Special Meeting virtually and voting at the meeting.
A control number, located on your proxy card, is designed to verify your identity, and allow you to vote your shares of Company Common Stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares of Company Common Stock, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.
Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of Company Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares of Company Common Stock that you beneficially own, you may still vote your shares of Company Common Stock virtually at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote virtually, your previous vote by proxy will not be counted.
If your shares of Company Common Stock are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting form provided by your bank, broker, or other nominee, or, if such a service is provided by your bank, broker, or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker, or other nominee, you should follow the instructions on the voting form provided by your bank, broker, or nominee.
Q:
May I change my vote after I have mailed my signed and dated proxy card?
A:
Shareholder of Record: Shares Registered in Your Name
Yes. You can revoke or change your proxy at any time before 5:00 p.m. Eastern Time on the day before the Special Meeting. If you are the record holder of your shares of Company Common Stock, you may revoke or change your proxy in any one of the following ways:

Attending the Special Meeting online and voting electronically during the meeting. However, your attendance online at the Special Meeting will not automatically revoke your proxy unless you properly vote electronically during the Special Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Special Meeting to the Secretary at the Company’s Corporate headquarters at 830 Winter Street, Waltham, MA 02451;

Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or

Duly completing a later-dated proxy card relating to the same shares of Company Common Stock and delivering it to the Secretary of the Company before the taking of the vote at the Special Meeting.
At the time the Special Meeting occurs, your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares of Company Common Stock are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
 
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Q:
What is a proxy?
A:
A proxy is your legal designation of another person to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.”
Q:
If an ImmunoGen Common Holder gives a proxy, how are the shares voted?
A:
The individuals named on the enclosed proxy card, or your proxies, will vote your shares of Company Common Stock in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares of Company Common Stock should be voted for or against or to abstain from voting on all, some, or none of the specific items of business to come before the Special Meeting.
If you properly sign your proxy card but do not mark the boxes showing how your shares of Company Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the non-binding, advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.
Q:
What should I do if I receive more than one set of voting materials?
A:
Please sign, date and return (or grant your proxy electronically over the internet or by telephone using the instructions provided in the enclosed proxy card) each proxy card and voting instruction card that you receive.
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards, or voting instruction cards. For example, if you hold your shares of Company Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company Common Stock. If you are an ImmunoGen Common Holder of record and your shares of Company Common Stock are registered in more than one name, you will receive more than one proxy card.
Q:
Where can I find the voting results of the Special Meeting?
A:
If available, ImmunoGen may announce preliminary voting results at the conclusion of the Special Meeting. ImmunoGen intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that ImmunoGen files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”
Q:
Who can help answer my questions?
A:
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 of Company Common Stock, please contact our information agent:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
 
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FORWARD-LOOKING STATEMENTS
This proxy statement and any documents referred to in this proxy statement contains certain “forward-looking statements.” All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the Company and members of its senior management team, and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding financial projections, prospective performance, and future plans, events, expectations, performance, objectives and opportunities and the outlook for ImmunoGen’s business; the benefits of the Merger; the Merger; the timing of and receipt of required regulatory filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, but not limited to: uncertainties as to the timing of the Merger; uncertainties as to how many of the Company’s shareholders will vote their stock in favor of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the Merger on a timely basis or at all; the satisfaction or waiver of the conditions precedent to the consummation of the Merger, including the ability to secure regulatory approvals and shareholder approval on the terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the Merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupt the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the Merger; risk that shareholder litigation may result in significant costs of defense, indemnification and liability; the possibility that competing offers may be made; the successful execution of the collaboration with Takeda and their development and commercialization efforts; the timing and outcome of the Company’s clinical development processes; the difficulties inherent in the development of novel pharmaceuticals, including uncertainties as to the timing, expense, and results of clinical trials and regulatory processes; the timing and outcome of anticipated interactions with regulatory authorities; the risk that the Company may not be able to obtain adequate price and reimbursement for any approved products, including the potential for delays or additional difficulties for ELAHERE in light of the FDA granting accelerated approval; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks, and other similar matters, and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.
Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (i) the information contained under this caption; and (ii) the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the period ended December 31, 2022 and elsewhere in our most recent filings with the SEC, including our
 
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Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov.
These may not be all of the factors that could cause actual results to vary materially from the forward-looking statements. ImmunoGen Shareholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.
 
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THE SPECIAL MEETING
The enclosed proxy is solicited on behalf of the Company Board for use at the Special Meeting.
Date, Time, and Place
We will hold the Special Meeting virtually on January 31, 2024, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/IMGN2024SM and, if applicable, at any adjournment or postponement thereof.
Purpose of the Special Meeting
At the Special Meeting, we will ask ImmunoGen Common Holders to vote on proposals to: (i) approve the Merger Agreement; (ii) approve, on a non-binding advisory basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.
We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.
ImmunoGen Common Holders must approve the proposal to approve the Merger Agreement in order for the Merger to be consummated. If ImmunoGen Common Holders fail to approve the proposal to approve the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully in its entirety.
Record Date; Shares Entitled to Vote; Quorum
Only ImmunoGen Common Holders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Beginning two (2) business days after notice of the Special Meeting, a complete list of ImmunoGen shareholders entitled to notice of the Special Meeting will be available for inspection by ImmunoGen shareholders on a virtual data room provided by ImmunoGen. Access to and use of this virtual data room will be subject to satisfactory verification of shareholder status and compliance with applicable Massachusetts law. To obtain access to the secured website, please contact ImmunoGen by email at IMGNShareholder@immunogen.com. The list of ImmunoGen shareholders entitled to notice of the Special Meeting will also be made available for inspection by ImmunoGen shareholders during the Special Meeting via the virtual meeting website at www.virtualshareholdermeeting.com/IMGN2024SM.
The holders of a majority in interest of the issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting, present virtually or represented by proxy, shall constitute a quorum at the Special Meeting. On the Record Date, there were 279,354,016 shares of Company Common Stock outstanding and entitled to vote at the Special Meeting, meaning that 139,677,009 shares of Company Common Stock must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, we expect that the meeting will be adjourned to solicit additional proxies to approve the Merger Agreement.
Vote Required; Abstentions and Broker Non-Votes
The affirmative vote of the ImmunoGen Common Holders holding at least two-thirds of the outstanding shares of Company Common Stock as of the close of business on the Record Date is required to approve the Merger Agreement. As of the Record Date, 186,236,011 shares constitutes two-thirds of the outstanding shares of Company Common Stock. Approval of the Merger Agreement by ImmunoGen Common Holders is a condition to the Closing.
Approval of the Compensation Proposal, on a non-binding, advisory basis, requires, assuming a quorum is present, the affirmative vote of a majority of the shares of Company Common Stock properly cast at the Special Meeting on the proposal. The approval of the Compensation Proposal is on a non-binding, advisory basis and is not a condition to the completion of the Merger.
 
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Approval of the Adjournment Proposal (a) when a quorum is present, requires the affirmative vote of ImmunoGen Common Holders holding a majority of the shares of Company Common Stock properly cast at the Special Meeting on the proposal and (b) when a quorum is not present, requires the affirmative vote of ImmunoGen Common Holders holding a majority of the shares of Company Common Stock present virtually or represented by proxy at the Special Meeting.
If an ImmunoGen Common Holder abstains from voting, that abstention will be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as if the ImmunoGen Common Holder voted “AGAINST” the proposal to approve the Merger Agreement. At the Special Meeting, assuming a quorum is present, abstentions will have no effect on the outcomes of the Compensation Proposal or the Adjournment Proposal. If a quorum is not present, abstentions will count as a vote “AGAINST” the Adjournment Proposal.
If no instruction as to how to vote is given in a validly executed, duly returned, and not revoked proxy, the proxy will be voted “FOR” ​(i) the proposal to approve the Merger Agreement; (ii) the Compensation Proposal; and (iii) the Adjournment Proposal.
Each “broker non-vote” will also count as a vote “AGAINST” the proposal to approve the Merger Agreement. A “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares of Company Common Stock. ImmunoGen does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker would be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement, and will have no effect on the Compensation Proposal, assuming a quorum is present, or the Adjournment Proposal.
Under the Certificate of Designation, the holders of Company Preferred Stock have no voting power whatsoever, except as otherwise provided by the MBCA. As a result, the holders of Company Preferred Stock do not have the right to vote their shares of Company Preferred Stock on any of the proposals described in this proxy statement.
Share Ownership and Interests of Certain Persons
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 779,585 shares of Company Common Stock, representing approximately 0.28% of the shares of Company Common Stock outstanding on the Record Date.
Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Company Common Stock (i) “FOR” the approval of the Merger Agreement, (ii) “FOR” the non-binding, advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.
Voting of Proxies
If, at the close of business on the Record Date, your shares of Company Common Stock are registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you may cause your shares of Company Common Stock to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone. Based on your proxy card or internet and telephone proxies, the proxy holders will vote your shares of Company Common Stock according to your directions.
 
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If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit Control Number found next to the label “Control Number” on your proxy card voting instruction form, or in the email sending you the proxy statement. If you attend the Special Meeting, and vote virtually, your vote will revoke any previously submitted proxy. If your shares of Company Common Stock are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.
Voting instructions are included on your proxy card. All shares of Company Common Stock represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the ImmunoGen Common Holder. Properly signed and dated proxies that do not contain voting instructions will be voted: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the approval of the non-binding, advisory Compensation Proposal and (iii) “FOR” the approval of the Adjournment Proposal.
If, at the close of business on the Record Date, your shares of Company Common Stock are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting form provided by your bank, broker, or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker, or other nominee. If such a service is provided, you may vote over the internet or telephone through your bank, broker, or other nominee by following the instructions on the voting form provided by your bank, broker, or other nominee. If you do not return your bank’s, broker’s, or other nominee’s voting form, do not vote via the internet or telephone through your bank, broker, or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker, or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to approval the Merger Agreement, but will have no effect on the Compensation Proposal, assuming a quorum is present, or the Adjournment Proposal.
Revocability of Proxies
Shareholder of Record: Shares Registered in Your Name
If you are an ImmunoGen Common Holder of record entitled to vote at the Special Meeting, you can revoke or change your proxy at any time before 5:00 p.m. Eastern Time on the day before the day on which the Special Meeting will be held. If you are the record holder of your shares of Company Common Stock, you may revoke or change your proxy in any one of the following ways:

Attending the Special Meeting online and voting electronically during the meeting. However, your attendance online at the Special Meeting will not automatically revoke your proxy unless you properly vote electronically during the Special Meeting;

Specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Special Meeting to the Secretary of the Company at the Company’s Corporate headquarters at 830 Winter Street, Waltham, MA 02451;

Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or

Duly completing a later-dated proxy card relating to the same shares of Company Common Stock and delivering it to the Secretary of the Company before the taking of the vote at the Special Meeting.
At the time the Special Meeting occurs, the most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares of Company Common Stock are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
Adjournments
Although it is not currently expected, the Special Meeting may be adjourned to any other time and to any other place (whether virtual or not) by the ImmunoGen Common Holders present or represented at the
 
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Special Meeting, although less than a quorum, or by the chair of the Special Meeting, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date, and place (whether virtual or not) of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the ImmunoGen Common Holders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned.
Company Board’s Recommendation
After careful consideration, the Company Board has unanimously (i) determined that the Merger Agreement and the Merger are in the best interests of ImmunoGen, (ii) adopted the Merger Agreement, (iii) resolved to recommend the holders of shares of Company Common Stock vote to approve the Merger Agreement, and (iv) directed that the Merger Agreement be submitted to the holders of shares of Company Common Stock with the recommendation of the Company Board that the holders of shares of Company Common Stock vote to approve the Merger Agreement.
Accordingly, the Company Board recommends, on behalf of ImmunoGen, that you vote: (i) “FOR” the approval of the Merger Agreement; (ii) “FOR” the non-binding, advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.
Expenses of Information Agent
The expense of preparing, printing, and mailing materials related to the Special Meeting is being borne by ImmunoGen. ImmunoGen has retained MacKenzie Partners, Inc. as information agent at a cost of approximately $25,000 plus expenses.
Anticipated Date of Completion of the Merger
Assuming timely satisfaction of necessary closing conditions, including obtaining the Company Requisite Vote, ImmunoGen is currently targeting to consummate the Merger in the middle of 2024. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.
Delisting and Deregistration of Company Common Stock
If the Merger is completed, the shares of Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of the Company Common Stock will no longer be publicly traded. As such, ImmunoGen will no longer file periodic reports with the SEC on account of the Company Common Stock.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on January 31, 2024
The proxy statement is available on the investor relations page of our website at https://investor.immunogen.com/financial-information/sec-filings.
 
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Questions and Additional Information
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 of Company Common Stock, please contact our information agent:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
 
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THE MERGER
This description of the proposed Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.
Parties Involved in the Merger
ImmunoGen, Inc.
ImmunoGen was incorporated in Massachusetts in 1981 and is a commercial-stage biotechnology company focused on developing and commercializing the next generation of antibody-drug conjugates (ADCs) to improve outcomes for cancer patients. The Company Common Stock is listed and traded on Nasdaq (“Nasdaq”) under the symbol “IMGN”. ImmunoGen’s principal executive offices are located at 830 Winter Street, Waltham, MA 02451, and its telephone number is (781) 895-0600.
AbbVie Inc.
AbbVie is a global, research-based biopharmaceutical company. AbbVie uses its expertise, dedicated people, and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases. AbbVie’s common stock is listed and traded on The New York Stock Exchange (the “NYSE”) under the symbol “ABBV.” AbbVie’s principal executive offices are located at 1 North Waukegan Road, North Chicago, Illinois 60064-6400, and its telephone number is (847) 932-7900.
Athene Subsidiary LLC
Intermediate Sub is a Delaware limited liability company and a wholly owned subsidiary of AbbVie and was formed on November 22, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Intermediate Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Intermediate Sub’s principal executive offices are located at 1 North Waukegan Road, North Chicago, Illinois 60064-6400, and its telephone number is (847) 932-7900.
Athene Merger Sub Inc.
Purchaser is a Massachusetts corporation and a wholly owned subsidiary of Intermediate Sub and was formed on November 22, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and other documents or agreements executed and delivered in connection with the Merger Agreement. Purchaser has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, Purchaser will cease to exist with ImmunoGen continuing as the surviving corporation and a wholly owned subsidiary of Intermediate Sub (the “Surviving Corporation”). Purchaser’s principal executive offices are located at 1 North Waukegan Road, North Chicago, Illinois 60064-6400, and its telephone number is (847) 932-7900.
Effect of the Merger
On the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, and in accordance with the MBCA, Purchaser will merge with and into ImmunoGen, with ImmunoGen continuing as the Surviving Corporation. As a result of the Merger, the Company Common Stock will no longer be publicly traded, and will be delisted from Nasdaq. In addition, the Company Common Stock will be deregistered under the Securities Exchange Act of 1934, as amended, and ImmunoGen will no longer file periodic reports with the SEC with respect to the Company Common Stock. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.
 
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The time at which the Merger will become effective (the “Effective Time”) will occur upon the filing of a duly executed certificate of merger with the Secretary of the Commonwealth of Massachusetts (or at such later time as may be specified in the certificate of merger and agreed to by Purchaser and ImmunoGen).
Effect on ImmunoGen if the Merger is Not Completed
If the Merger Agreement is not approved by ImmunoGen Common Holders, or if the Merger is not completed for any other reason:
(i)
the ImmunoGen Shareholders will not be entitled to, nor will they receive, any payment for their respective shares of Company Common Stock or Company Preferred Stock pursuant to the Merger Agreement;
(ii)
(A) ImmunoGen will remain an independent public company, (B) the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (C) ImmunoGen will continue to file periodic reports with the SEC;
(iii)
ImmunoGen anticipates that (A) management will operate the business in a manner similar to that in which it is being operated today and (B) ImmunoGen Shareholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect ImmunoGen’s business, prospects and results of operations, as such may be affected by, among other things, the industry in which ImmunoGen operates and economic conditions;
(iv)
the price of the Company Common Stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of the Company Common Stock would return to the price at which it trades as of the date of this proxy statement;
(v)
the Company Board will continue to evaluate and review ImmunoGen’s business operations, strategic direction, and capitalization, among other things, and will make such changes as are deemed appropriate; and
(vi)
under certain specified circumstances, ImmunoGen may be required to pay AbbVie the Termination Fee or AbbVie may be required to pay ImmunoGen the Reverse Termination Fee in certain circumstances. For more information, please see the sections of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement — Effect of Termination” and “Proposal 1: Approval of the Merger Agreement — Termination Fees.”
Merger Consideration
Company Common Stock and Company Preferred Stock
At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Company Common Stock (i) held in the treasury of the Company or owned by the Company or any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) owned by AbbVie, Purchaser or any direct or indirect wholly owned subsidiary of AbbVie or Purchaser immediately prior to the Effective Time or (iii) held by shareholders who have properly exercised and perfected their demands for appraisal of such Company Common Stock in accordance with the MBCA) and each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (on an as-converted to Company Common Stock basis in accordance with the Certificate of Designation), will be converted into the right to receive an amount in cash equal to $31.26, without interest (the “Merger Consideration”), and subject to any applicable withholding taxes, and as of the Effective Time, all such shares will no longer be outstanding and will automatically be cancelled. For more information, please see the section of this proxy statement captioned “The Merger — Merger Consideration.”
After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Company Common Stock and each share of Company Preferred Stock (on an as-converted to Company Common Stock basis in accordance with the Certificate of Designation) that you own (less any applicable withholding taxes), but you will no longer have any rights as an ImmunoGen Shareholder
 
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(except that ImmunoGen Shareholders who properly exercise, and do not withdraw, their appraisal rights will have a right to receive payment of the “fair value” of their shares of Company Common Stock as determined pursuant to an appraisal proceeding, as contemplated by the MBCA). For more information, please see the section of this proxy statement captioned “The Merger — Appraisal Rights.”
Treatment of Company Equity Awards
Pursuant to the Merger Agreement:

Company Stock Options, Company RSUs, and Company DSUs.   As of the Effective Time, each option to purchase shares of Company Common Stock (“Company Stock Option”), each restricted stock unit with respect to shares of Company Common Stock (“Company RSU”) and each deferred stock unit with respect to shares of Company Common Stock (“Company DSU”) granted under the Company’s Amended and Restated 2018 Employee, Director and Consultant Equity Incentive Plan, Inducement Equity Incentive Plan, as amended, 2016 Employee, Director and Consultant Equity Incentive Plan, 2006 Employee, Director and Consultant Equity Incentive Plan or 2004 Non-Employee Director Compensation and Deferred Share Unit Plan (together, the “Company Equity Plans”) prior to the date of the Merger Agreement that is outstanding and unvested as of immediately prior to the Effective Time will vest in full.

Company Stock Options.   As of the Effective Time, each Company Stock Option granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Common Stock under such Company Stock Option.

Company RSUs and Company DSUs.   As of the Effective Time, each Company RSU and each Company DSU granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Company Common Stock subject to such Company RSU or Company DSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.

Post-Merger Agreement Company RSUs.   With respect to any Company RSUs granted on or after the date of the Merger Agreement, as of the Effective Time, each such Company RSU will be exchanged for restricted stock units with respect to shares of AbbVie’s common stock and will continue to vest on its original vesting schedule, subject to accelerated vesting on certain terminations of employment, as further described below.

Company ESPP.   The Company continued to operate its Employee Stock Purchase Plan (the “Company ESPP”) in accordance with its terms through the purchase period ending on the last business day prior to December 31, 2023, subject to certain restrictions related to new participants and increases in payroll deductions. The Company will suspend the commencement of any new purchase periods under the Company ESPP and will terminate the Company ESPP as of or prior to the Effective Time.
Background of the Merger
The Company Board and the Company’s senior management have periodically reviewed and evaluated the Company’s operations, financial performance, long-term strategies, and strategic opportunities to increase shareholder value, including acquisitions and dispositions of assets, businesses, and product lines and potential partnering opportunities, including with the parties identified below, in light of developments at the Company, in the industry in which the Company operates, in the economy generally, and in financial markets.
On April 25, 2023, a member of management of Party A reached out to Mark Enyedy, Chief Executive Officer of the Company, about scheduling a video conference. Mr. Enyedy subsequently contacted Stephen McCluski, Chair of the Company Board, to advise him of the outreach from Party A.
 
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On April 26, 2023, Mr. Enyedy had a video conference with two members of management of Party A, during which the representatives from Party A outlined that they had completed preliminary due diligence on the Company and would be sending a non-binding indication of interest regarding a potential strategic transaction between Party A and the Company and that they would like to set up a call between Mr. Enyedy and the chief executive officer of Party A. They also noted that they were aware the Company would release earnings on April 28, 2023, and was expecting to release top-line results from the Company’s confirmatory study for ELAHERE in early May 2023. Mr. Enyedy confirmed the guidance on the timing for earnings and the expected timing for release of the trial results and stated that he was in “listen-only mode” and that he would review the correspondence upon receipt.
Shortly after that conversation, representatives of Party A emailed to Mr. Enyedy a non-binding indication of interest for Party A to acquire the Company (the “April 26 IoI”), subject to and as a basis for Party A to execute a non-disclosure agreement and commence a due diligence review of the Company. The April 26 IoI did not contain a proposed purchase price for the Company, but stated that (i) Party A intended to submit a proposal containing an all-cash price per share of Company Common Stock after its review of pending MIRASOL study results and (ii) the transaction would not be subject to any financing contingency.
On April 27, 2023, the Company Board convened a meeting by videoconference to discuss the April 26 IoI, with members of Company management and representatives of Goldman Sachs, Lazard, and Ropes & Gray LLP (“Ropes & Gray”) in attendance. Mr. Enyedy described the substance of his call with the representatives of Party A, and the consensus of the Company Board was that Mr. Enyedy should participate in a call with the chief executive officer of Party A, primarily listening to gather additional information. The representatives from Lazard and Goldman Sachs then provided their views on the April 26 IoI, with both commenting that an indication of interest without a proposed purchase price or range was unusual but not unprecedented. The Company Board then discussed possible responses to the April 26 IoI and, in particular, Party A’s request for diligence before submitting a proposed price per share of Company Common Stock. Following discussion, the Company Board authorized Mr. Enyedy to convey to Party A that the Company would not provide diligence for a possible sale to Party A until Party A indicated at least a proposed valuation range. After representatives from Goldman Sachs and Lazard left the meeting, Mr. Enyedy recommended engaging Goldman Sachs and Lazard as financial advisors if the Company should proceed with engaging with Party A or other potential bidders, assuming acceptable terms for the engagements could be negotiated. After discussion, the Company Board approved this plan, based upon each financial advisor’s experience in public company biotechnology M&A and familiarity with the Company.
On April 28, 2023, the Company released first quarter earnings, which included ELAHERE revenue substantially above analyst expectations, leading to an approximately 25% increase in the price per share of Company Common Stock.
On the morning of May 3, 2023, the Company issued a press release relating to the positive top-line results from the Company’s MIRASOL trial evaluating the safety and efficacy of ELAHERE compared to chemotherapy in patients with folate receptor alpha (FRα)-positive platinum-resistant ovarian cancer who had received one to three prior lines of therapy, which led to an increase in the price per share of Company Common Stock of more than 100%. Following the close of trading on May 3, 2023, the Company announced that it intended to offer $200 million of shares of Company Common Stock in an underwritten public offering.
Later on May 3, 2023, a member of management of Party A sent an email to Mr. Enyedy congratulating the Company on the MIRASOL data and asking to speak with him on May 5, 2023. Mr. Enyedy scheduled the call for May 8, 2023.
On May 8, 2023, Mr. Enyedy had a videoconference with a member of management of Party A, who asked for a diligence call to cover certain specific topics as well as an in-person meeting between Mr. Enyedy and the chief executive officer of Party A in advance of Party A submitting a revised indication of interest containing either a specific proposed price or price range per share of Company Common Stock. Mr. Enyedy expressed his willingness to have a meeting with the chief executive officer of Party A but stated that the Company was unwilling to provide additional diligence information prior to Party A’s providing a proposed price per share of Company Common Stock.
 
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On May 9, 2023, the Company announced the closing of the previously announced underwritten public offering for a total 29,900,000 shares of Company Common Stock, which reflected the exercise in full by the underwriters of their option to purchase up to 3,900,000 additional shares of Company Common Stock. The shares of Company Common Stock were sold at a price of $12.50 per share and resulted in total gross proceeds to the Company of approximately $375 million.
On May 11, 2023, Mr. Enyedy met with the chief executive offer of Party A. During the conversation, the chief executive officer of Party A stated that he understood the Company’s position that Party A needed to propose a purchase price prior to receiving diligence and suggested that Party A would send a revised indication of interest containing a proposed price following the meeting. Following that meeting, Mr. Enyedy communicated to the directors an update on the status of the discussions with Party A.
On May 18, 2023, the chief financial officer of Party A reached out to Mr. Enyedy via email about scheduling a follow-up video conference. Following receipt of the email, Mr. Enyedy contacted Mr. McCluski and the Company’s financial advisors to discuss the outreach from Party A.
On May 20, 2023, Mr. Enyedy had a video conference with two members of management of Party A. The representatives from Party A stated that they had continued to evaluate a potential strategic transaction between Party A and the Company and requested a meeting with representatives of the Company to review certain diligence items. They explained that, following the proposed meeting and the review of the requested items, Party A would expect to provide a specific price per share of Company Common Stock. Mr. Enyedy reiterated the Company’s position that diligence would not be made available prior to receipt of a proposed price. The parties acknowledged an impasse, and discussions between Party A and the Company on a potential strategic transaction discontinued at that time.
On August 26, 2023, a representative of Goldman Sachs provided an email introduction between Mr. Enyedy and representatives of Party B, following which a video conference was scheduled between the Company and Party B for September 1, 2023.
On September 1, 2023, Mr. Enyedy and Stacy Coen, Senior Vice President, and Chief Business Officer of the Company, had a video conference with representatives of Party B during which potential partnering opportunities were discussed. At the conclusion of the video conference, Party B representatives requested a follow-up face-to-face meeting with Mr. Enyedy, which was subsequently scheduled for October 4, 2023.
On September 12, 2023, representatives of Party A and representatives of Lazard held an in-person meeting during which representatives of Party A expressed continued interest in a potential transaction with the Company and requested certain diligence items in connection with Party A’s evaluation of a potential transaction. Lazard conveyed the request to the Company and, in response and in consultation with Mr. McCluski, Mr. Enyedy instructed Lazard to reiterate the Company’s position that diligence would not be made available prior to Party A’s offering a proposed purchase price per share of Company Common Stock.
On September 27, 2023, a representative of Party B indicated via email that the chief executive officer of Party B would join the meeting on October 4, 2023.
On October 4, 2023, the chief executive officer, and another member of management of Party B met with Mr. Enyedy and Ms. Coen to discuss a potential acquisition of the Company by Party B.
Later on October 4, 2023, the chief executive officer of Party B sent Mr. Enyedy a preliminary non-binding proposal to acquire the Company for an all-cash offer price of $21.50 per share of Company Common Stock, subject to due diligence (the “October 4 Proposal”). The October 4 Proposal stated that the proposed transaction would not be subject to any financing contingency. Included with the October 4 Proposal was a “highly confident” letter from a proposed lender regarding the availability of committed third-party financing.
On October 7, 2023, the Company Board convened a meeting by videoconference, with members of Company management and representatives of Goldman Sachs, Lazard, and Ropes & Gray in attendance, to discuss the October 4 Proposal. Representatives of Goldman Sachs and Lazard provided their perspectives on the October 4 Proposal and Party B, including Party B’s likely strategic rationale for a transaction and
 
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constraints on its flexibility to increase its proposed price. The Company Board reviewed certain preliminary, non-public, unaudited financial projections prepared by the Company’s senior management for fiscal years 2023-2040. Representatives of Goldman Sachs and Lazard then reviewed and discussed with the Company Board preliminary, illustrative financial analyses. Following their presentation, the representatives of Goldman Sachs and Lazard left the meeting, and a representative from Ropes & Gray reviewed with the Company Board the directors’ fiduciary duties in the context of considering a proposal to acquire the Company. After the representatives of Goldman Sachs and Lazard left the meeting, a representative of Ropes & Gray reviewed with the Company Board the proposed terms of the engagement letters for Goldman Sachs and Lazard, along with information proposed by each of Goldman Sachs and Lazard regarding each firm’s relationships with the Company and Party B. The Company Board then unanimously resolved to retain each of Goldman Sachs and Lazard as a financial advisor to the Company on substantially the terms set forth in the proposed engagement letters of Goldman Sachs and Lazard, respectively, and authorized Mr. Enyedy to finalize and execute such engagement letters. A representative of Ropes & Gray then reviewed the key terms of a draft form of confidentiality agreement that was proposed to be provided to Party B and other potential counterparties who may express interest in a strategic transaction with the Company. The Company Board unanimously resolved to approve the form of confidentiality agreement, which contained standstill provisions that would terminate if the Company signed a merger agreement contemplating a change of control. The Company Board then discussed possible responses to the October 4 Proposal and whether and when to contact other potential bidders. The discussion covered specific life sciences companies suggested by directors, management, and the financial advisors and included, with respect to particular potential counterparties, discussion of potential strategic rationales, antitrust and merger control matters, and financing capacity. The Company Board authorized Mr. Enyedy to convey to Party B that, while the Company did not intend to transact at the proposed price contained in the October 4 Proposal, the Company would be prepared to make limited diligence available to Party B to facilitate improvement of its proposed price, subject to Party B’s entry into a non-disclosure agreement. Mr. Enyedy was authorized by the Company Board to negotiate the non-disclosure agreement with Party B and, on that basis, provide limited additional diligence to Party B. The Company Board also determined not to contact other potential counterparties prior to receiving an improved proposal from Party B. The Company Board, with input from management and the financial advisors, did assess five additional companies that could potentially have strong strategic interest in the Company, financial capacity to engage in a transaction, and lack of competitive overlaps that introduced substantial antitrust risk for closing a transaction.
On October 8, 2023, the Company entered into engagement letters with each of Goldman Sachs and Lazard, retaining Goldman Sachs and Lazard as financial advisors in connection with the potential strategic transaction.
On October 9, 2023, Mr. Enyedy had a video conference with the chief executive officer of Party B during which Mr. Enyedy stated that the $21.50 price for each share of Company Common Stock reflected in the October 4 Proposal was not at a level at which the Company would be prepared to transact, but that the Company recognized the October 4 Proposal was based on publicly available information. Accordingly, the Company would be willing to send Party B a non-disclosure agreement and to make limited diligence materials available to Party B to facilitate its ability to submit a revised and improved proposal. The chief executive officer of Party B stated that, subject to a satisfactory review of the diligence materials, Party B would be prepared to submit a revised and improved proposal.
On October 12, 2023, the Company and Party B entered into a mutual non-disclosure agreement containing a standstill that would terminate if the Company signed a merger agreement contemplating a change of control. Also on October 12, 2023, Party B sent the Company a diligence request list.
On October 13, 2023, Mr. Enyedy, Ms. Coen, and Dr. Michael Vasconcelles, Executive Vice President, Research, Development, and Medical Affairs of the Company, held a virtual meeting with members of management of Party B. Mr. Enyedy noted that, in response to a request from Party B to submit additional diligence requests, the Company did not intend to make substantial additional diligence information available to Party B prior to receipt of an improved proposal.
On October 16, 2023, Mr. Enyedy had a video conference with the chief executive officer of Party B during which the chief executive officer of Party B stated that Party B intended to increase its proposal to $22.50 per share of Company Common Stock and asked to undertake full diligence of the Company. Later
 
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that day, the chief executive officer of Party B sent Mr. Enyedy a revised non-binding proposal to acquire the Company for an all-cash offer price of $22.50 per share of Company Common Stock, subject to due diligence (the “October 16 Proposal”). The October 16 Proposal stated that the proposed transaction would not be subject to any financing contingency but that Party B planned to fund the proposed transaction using third-party financing in addition to cash on hand. Included with the October 16 Proposal was a “highly confident” letter from a proposed lender regarding the availability of committed third-party financing.
On October 17, 2023, the Company Board convened a meeting by videoconference, with members of Company management and representatives of Goldman Sachs, Lazard, and Ropes & Gray in attendance, to discuss the October 16 Proposal. Mr. Enyedy provided an update on interactions with Party B since the meeting of the Company Board on October 7, 2023. Representatives of Goldman Sachs and Lazard provided their perspectives on the October 16 Proposal and then reviewed a preliminary, illustrative analysis of deal size and premia at various prices per share of Company Common Stock. Following discussion of potential avenues for further engagement with Party B and potential outreach to the five pharmaceutical companies identified at the October 7, 2023, meeting of the Company Board, the Company Board instructed representatives of Goldman Sachs and Lazard to contact those five potential additional bidders to assess interest in a potential strategic transaction with the Company. The Company Board also authorized Mr. Enyedy to (i) negotiate, approve, and execute a confidentiality agreement with each of the potential counterparties that indicated an interest in pursuing a transaction, and, on that basis, to provide limited non-public diligence information to them, and (ii) convey to the chief executive officer of Party B that the October 16 Proposal did not recognize full value for the Company but that the Company was prepared to answer additional specific diligence requests from Party B. The Company Board next considered establishing a transaction committee to facilitate oversight of the process of exploring a potential business combination transaction. Following such discussion, the Company Board resolved to establish such a committee of the Company Board, comprised of Mr. McCluski, as chair, Ms. Peterson, and Mr. Enyedy, for such purposes, with the Company Board retaining authority over final approval of any potential strategic transaction. We refer to this committee as the “Committee.” The Committee was formed for convenience and efficiency and was not formed to address any director conflict of interest. The Committee was not granted the authority to approve any transaction.
On October 18, 2023, representatives of Goldman Sachs and Lazard contacted representatives of each of AbbVie, Party A, Party C, Party D, and Party E to discuss their potential interest in a strategic transaction involving the Company and provided AbbVie, Party A, Party D and Party E with a form of non-disclosure agreement containing a standstill that would terminate if the Company signed a merger agreement contemplating a change of control. At the Committee’s instruction, representatives of Goldman Sachs and Lazard indicated to the various potential counterparties that the Company was in receipt of an unsolicited all-cash proposal to acquire the Company and that they were contacting a select number of counterparties to solicit interest in a potential acquisition.
On October 20, 2023, representatives of Party C informed representatives of Goldman Sachs and Lazard that Party C was declining to participate in the process, citing an inability to justify paying a price in excess of the Company’s then-current market price. Over the following days, in connection with their discussions with the representatives of each of AbbVie, Party A, Party D, and Party E, Goldman Sachs and Lazard communicated that the Company would expect to receive preliminary bids by November 6, 2023.
Also on October 20, 2023, Mr. Enyedy had a video conference with the chief executive officer of Party B during which Mr. Enyedy stated that, while the Company Board (i) continued to believe that Party B should be able to increase its offer price for the Company and (ii) would not be willing to enter into full diligence with Party B at that point in time, the Company would be willing to address certain additional follow-up diligence questions to help Party B to refine further its view of value and improve its proposal. Following this telephone call, representatives of Party B sent a follow-up diligence request list to the Company.
On October 23, 2023, the Company and Party A entered into a non-disclosure agreement containing a standstill that would terminate if the Company signed a merger agreement contemplating a change of control.
Also on October 24, 2023, Mr. Enyedy had a telephone call with the chief executive officer of Party B, during which Mr. Enyedy stated that, in response to Party B’s latest diligence request list, the Company would be willing to provide Party B with additional information in response to key topics identified in Party B’s
 
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diligence request list, subject to Party B’s entry into a clean team agreement with the Company governing the exchange of and review of competitively sensitive information between the parties. Mr. Enyedy noted that it was the Company Board’s expectation that these additional diligence responses would result in an improved proposal from Party B, at which time the Company Board would consider whether to advance to full diligence with Party B. Following that telephone call, a representative of Ropes & Gray furnished the chief executive officer of Party B with a draft clean team agreement.
On October 26, 2023, Mr. Enyedy, Ms. Coen, and Dr. Vasconcelles held an in-person meeting, which was also held by videoconference, with members of management of Party A, with a representative of Lazard also in attendance.
Also on October 26, 2023, the Company entered into a non-disclosure agreement with AbbVie containing a standstill that would terminate if the Company signed a merger agreement contemplating a change of control, and the Company entered into a non-disclosure agreement with Party E containing a similar standstill provision.
On October 27, 2023, Mr. Enyedy, Ms. Coen, and Dr. Vasconcelles held a virtual meeting with members of management of AbbVie, with a representative of Goldman Sachs in attendance.
On October 30, 2023, Mr. Enyedy, Ms. Coen, and Dr. Vasconcelles held a virtual meeting with members of management of Party E, with a representative of Goldman Sachs also in attendance.
Also on October 30, 2023, the Company entered into a non-disclosure agreement with Party D containing a standstill including customary fall away provisions, and the Company entered into a clean team agreement with Party B.
On November 1, 2023, the individuals and organizations constituting Party B’s “clean team” were granted access to a clean team virtual data room, and other representatives of Party B were granted access to a separate general virtual data room, in each case, containing certain diligence materials.
Also on November 1, 2023, Mr. Enyedy, Ms. Coen, and Dr. Vasconcelles held a virtual meeting with members of management of Party D, with a representative of Lazard also in attendance.
On November 3, 2023, a representative of Party D informed representatives of Goldman Sachs that Party D would not be pursuing an acquisition of the Company, citing an inability to make a proposal to acquire the Company that would provide a premium to the Company’s then-current market price.
On November 6, 2023, Party A submitted a non-binding indication of interest to acquire all outstanding shares of Company Common Stock for a price of $18-20 per share of Company Common Stock in cash, subject to due diligence (the “Party A November 6 Proposal”). The Party A November 6 Proposal stated that the proposed transaction would not be subject to any financing contingency and that Party A planned to fund the proposed transaction using a combination of cash on hand at Party A and readily available funds.
Also on November 6, 2023, AbbVie submitted a non-binding proposal to acquire all outstanding shares of Company Common Stock on a fully-diluted equity value basis for $7.0 billion in cash, subject to due diligence (the “AbbVie November 6 Proposal” and, together with the Party A November 6 Proposal, the “November 6 Proposals”), which the AbbVie November 6 Proposal equated to $21.81 per share of Company Common Stock but representatives of Goldman Sachs and Lazard equated to $21.78 per share of Company Common Stock based on more precise information regarding outstanding shares of Company Common Stock, Company Preferred Stock, and equity awards of the Company. The AbbVie November 6 Proposal stated that the proposed transaction would not be subject to any financing contingency.
Also on November 6, 2023, a representative of Party E informed representatives of Goldman Sachs and Lazard that Party E would not be pursuing an acquisition of the Company, citing an inability to propose terms that reflected a premium to the then-current market price of the Company Common Stock.
On November 7, 2023, the Committee convened a meeting by videoconference, with members of the Company Board, Company management, and representatives of Goldman Sachs, Lazard, and Ropes & Gray in attendance, to discuss the November 6 Proposals and to receive updates on interactions between Goldman Sachs and Lazard, on the one hand, and the other parties and their respective financial advisors,
 
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on the other hand. Representatives of Goldman Sachs and Lazard noted that Party C had declined to participate in the transaction process shortly after their initial contact. Representatives of Goldman Sachs and Lazard also noted that, after each of Party D and Party E had entered into a non-disclosure agreement with the Company and following their participation in a management presentation, each of Party D and Party E withdrew from the process without submitting a proposal to acquire the Company. Representatives of Goldman Sachs and Lazard then provided their perspectives on the November 6 Proposals and reviewed a preliminary, illustrative financial analysis, along with the deal size and premia indicated at various prices per share of Company Common Stock. A representative of Ropes & Gray then summarized key terms of a proposed draft merger agreement that had been provided to the directors prior to the meeting. The draft merger agreement contemplated a two-step merger structure and provided for, among other things, a top-up option pursuant to which the buyer could purchase additional shares to reach the 90% threshold required for a “squeeze out” merger under Massachusetts law, the Company’s ability to terminate the merger agreement and pay a termination fee in order to enter into a definitive agreement with respect to a superior proposal, a reasonable best efforts covenant for the buyer with respect to antitrust matters, payment by the buyer to the Company of a reverse termination fee in the event that antitrust approvals are not obtained, and an initial outside date that is nine months following the signing date and subject to an unspecified extension period at the Company’s sole discretion if antitrust-related regulatory approval is the sole unsatisfied condition to closing. The auction draft merger agreement proposed a termination fee of 2% of the equity value of the proposed transaction and a reverse termination fee of 10% of the equity value of the proposed transaction. The representative of Ropes & Gray also noted that some bidders may seek to structure the transaction as a one-step merger rather than a tender offer and that certain provisions related to debt financing might be included in the draft, depending on the financing requirements of the bidder. The representative of Ropes & Gray then reviewed with the Committee the respective relationship disclosures of Goldman Sachs and Lazard and described the relationships that Ropes & Gray had with bidders. Following discussion, the Committee authorized Mr. Enyedy to oversee (i) providing each of AbbVie and Party A with data room access for confirmatory diligence and (ii) the furnishing of a draft merger agreement and related ancillary transaction documents to each of AbbVie and Party A, along with a process letter requiring each bidder to deliver a merger agreement mark-up to the Company by November 22, 2023, and submit a final, binding bid by November 29, 2023. The Committee authorized Mr. Enyedy to determine when to permit Party B to move forward in the sale process in a manner that would keep the bidders on similar timelines.
On November 8, 2023, at Mr. Enyedy’s instruction, representatives of Goldman Sachs and Lazard furnished each of AbbVie and Party A with a draft merger agreement substantially in the form approved by the Committee, a draft clean team agreement, and a process letter requiring that each bidder deliver a merger agreement mark-up of the merger agreement to Ropes & Gray by November 22, 2023 and submit a final, binding bid by November 29, 2023 (the “November 8 Process Letter”).
Also on November 8, 2023, representatives of Goldman Sachs and Lazard had a telephone conversation with representatives of Party A during which representatives of Goldman Sachs and Lazard informed representatives of Party A that it would need to meaningfully improve its proposal above the high end of the range in the Party A November 6 Proposal and noted the importance of Party A complying with the proposed transaction timeline set forth in the November 8 Process Letter, and that the Company was in receipt of multiple indications of interest.
Also on November 8, 2023, representatives of Goldman Sachs and Lazard had a telephone conversation with representatives of AbbVie as well as its financial advisor, J.P. Morgan Securities LLC, during which representatives of Goldman Sachs and Lazard informed them that AbbVie was not the highest bidder, noted the importance of AbbVie complying with the proposed transaction timeline set forth in the November 8 Process Letter, and that the Company was in receipt of multiple indications of interest.
On November 9, 2023, the Company provided AbbVie and Party A with access to a virtual data room and began to share further due diligence information regarding the Company.
Also on November 9, 2023, representatives of Goldman Sachs had a telephone conversation with Party B’s financial advisor, which had previously contacted representatives of Goldman Sachs to seek to obtain an update and additional diligence. During this telephone conversation, representatives of Goldman Sachs conveyed to Party B that it would receive additional diligence if it submitted an improved proposal.
 
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On November 10, 2023, following a discussion with Company management, representatives of Goldman Sachs and representatives of Lazard had a telephone conversation with representatives of Party B’s financial advisor during which representatives of Goldman Sachs and Lazard informed such representatives that, given the competitive nature of the process, the Company would grant Party B access to the virtual data room for full diligence. Following that call, representatives of Goldman Sachs and Lazard sent Party B a draft merger agreement that contemplated debt financing as well as the November 8 Process Letter.
Also on November 10, 2023, representatives of Ropes & Gray and legal counsel to Party A had a telephone conversation regarding Party A’s concerns with the two-step merger transaction structure that was proposed in the auction draft merger agreement.
On November 11, 2023, Mr. Enyedy reached out to schedule a call with the chief executive officer of Party B to provide additional context for the discussion among the Company’s and Party B’s financial advisors; in response, a video conference between Mr. Enyedy and the chief executive officer of Party B was scheduled for November 14, 2023.
Also on November 11, 2023, the Company entered into a clean team agreement with Party A.
On November 12, 2023, the Company entered into a clean team agreement with AbbVie.
On November 14, 2023, Mr. Enyedy had a video conference with the chief executive officer of Party B during which Mr. Enyedy described the evolution of the process regarding a potential strategic transaction and explained that, given the constructive nature of the engagement to date between the Company and Party B and the competitive nature of the sale process, he had instructed the Company’s financial advisors to grant Party B access to the virtual data room for full diligence in order to align all parties with the terms of the November 8 Process Letter.
On November 15, 2023, representatives of Ropes & Gray had a telephone call with counsel to Party B during which counsel to Party B noted that, given Party B’s third-party financing needs and its anticipated timeline for regulatory approvals, Party B expected to revise the auction draft merger agreement from a two-step merger structure to a one-step merger structure. In response, a representative of Ropes & Gray noted that, in the context of a one-step merger structure, the Company would expect that any closing condition tied to the absence of a material adverse effect on the Company would fall away following receipt of the requisite approval of the merger by the holders of Company Common Stock. Following that discussion, representatives of Ropes & Gray furnished counsel to Party B with a version of the auction draft merger agreement contemplating a one-step merger structure and debt financing.
Also on November 15, 2023, at the instruction of Company management, and following discussion with representatives of Ropes & Gray, representatives of Goldman Sachs and Lazard furnished each of AbbVie, Party A, and Party B with an initial draft of the Company’s disclosure letter to the merger agreement and draft organizational documents of the proposed surviving corporation.
Between November 16, 2023 and November 23, 2023, representatives of the Company, Goldman Sachs, and Lazard held several diligence calls with each of AbbVie, Party A, Party B, and their respective third-party advisors.
On November 22, 2023, counsel to each of AbbVie, Party A, and Party B sent Ropes & Gray a revised draft of the auction draft merger agreement, and counsel to each of AbbVie and Party A sent Ropes & Gray a revised draft of the Company’s disclosure letter to the merger agreement.
Among other changes, Party B’s revised one-step merger agreement draft (the “Party B November 22 Revised Draft”) rejected any fallaway of the no material adverse effect on the Company closing condition following receipt of the requisite approval of the merger by the holders of Company Common Stock, proposed a termination fee payable by the Company of 3.5% of the equity value of the proposed transaction and a reverse termination fee payable by Party B of 4% of the equity value of the proposed transaction, proposed a 3-month extension of the outside date at either party’s discretion if antitrust-related regulatory approval were the sole unsatisfied condition to closing, revised the definition of Company material adverse effect in a Party B-favorable manner, eliminated language providing that the Company’s financing cooperation
 
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obligations would not be taken into account for purposes of determining whether any covenant or closing condition has been satisfied or whether any right of termination arises, and revised the governing law of the merger agreement to be Delaware law, with Delaware courts having jurisdiction over any disputes.
Among other changes, AbbVie’s revised merger agreement draft (the “AbbVie November 22 Revised Draft”) converted the structure of the proposed transaction from a two-step merger to a one-step merger, eliminated any obligation of AbbVie to agree to any remedies or to take or refrain from taking any specific actions in connection with obtaining antitrust approvals, proposed a termination fee payable by the Company of 4% of the equity value of the proposed transaction and a reverse termination fee payable by AbbVie of 4% of the equity value of the proposed transaction, proposed an automatic 9-month extension of the outside date if antitrust-related regulatory approval were the sole unsatisfied condition to closing, and revised the definition of Company material adverse effect in an AbbVie-favorable manner.
Among other changes, Party A’s revised merger agreement draft (the “Party A November 22 Revised Draft” and, together with the AbbVie November 22 Revised Draft and the Party B November 22 Revised Draft, the “Revised November 22 Drafts”) required that Company seek support agreements from certain Company shareholders (to be entered into concurrently with the merger agreement), narrowed actions required of Party A to obtain antitrust clearance, narrowed Party A’s obligation to agree to antitrust-related remedies, proposed a termination fee payable by the Company of 3.7% of the equity value of the proposed transaction and a reverse termination fee payable by Party A of 5% of the equity value of the proposed transaction, shortened the outside date to 6 months with an automatic 3-month extension of the outside date if antitrust-related regulatory approval were the sole unsatisfied condition to closing, and revised the definition of Company material adverse effect in a Party A-favorable manner.
On November 24, 2023, Mr. Enyedy sent an email to the chief executive officer of Party B noting that he was pleased with the breadth and depth of engagement between the Company and Party B teams and asking if it would be helpful for the two of them to connect, to which the chief executive officer of Party B replied that Party B’s team was very pleased with progress made in the due diligence and would follow up if a call between the two of them would be helpful.
On November 25, 2023, the Committee convened a meeting by videoconference, with members of the Company Board, Company management, and representatives of Goldman Sachs, Lazard, and Ropes & Gray in attendance, to discuss the November 22 Revised Drafts. Mr. Enyedy and representatives of Goldman Sachs and Lazard provided an update on engagement with the bidders and the bidders’ diligence, noting key areas of diligence focus and key outstanding diligence requests from each bidder. Representatives of Goldman Sachs and Lazard outlined proposed next steps in the process, noting that representatives from Ropes & Gray would provide feedback to each bidder on its merger agreement markup on November 27, 2023, and that the Company anticipated receiving final, binding proposals on November 29, 2023. A representative of Ropes & Gray then summarized the revisions proposed in the November 22 Revised Drafts.
On November 26, 2023, counsel to Party B sent Ropes & Gray a revised draft of the Company’s disclosure letter to the merger agreement.
Also on November 26, 2023, Ropes & Gray and counsel to Party A had a telephone call to discuss certain follow-up diligence questions of Party A with respect to intellectual property matters.
On November 27, 2023, Ropes & Gray had separate telephone calls with counsel to each of Party B, AbbVie, and Party A to provide feedback on their client’s respective markups of the transaction documents. During the call with counsel to Party B, among other things, Ropes & Gray requested that Party B restore the fallaway of the no Company material adverse effect closing condition following receipt of the requisite approval of the merger by the holders of Company Common Stock, decrease the proposed termination fee payable by the Company to 2.5% of the equity value of the proposed transaction and increase the proposed reverse termination fee payable by Party B to 7.5% of the equity value of the proposed transaction, restore language providing that the Company’s financing cooperation obligations would not be taken into account for purposes of determining whether any covenant or closing condition has been satisfied or whether any right of termination arises, revert to a more Company-favorable definition of Company material adverse effect, revert to having the merger agreement governed by Massachusetts law with Massachusetts courts having jurisdiction over any disputes, and decrease the scope of the changes to the representations and warranties of the Company.
 
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During the call with Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), counsel to AbbVie, among other things, Ropes & Gray requested that AbbVie revert to a two-step merger structure, about which Wachtell Lipton expressed certain reservations, and Ropes & Gray and Wachtell Lipton discussed timing with respect to the outside date and antitrust-related filings. Ropes & Gray requested that AbbVie decrease the proposed termination fee payable by the Company to 2.5% of the equity value of the proposed transaction and increase the proposed reverse termination fee payable by AbbVie to 7.5% of the equity value of the proposed transaction, revert to a more Company-favorable definition of Company material adverse effect, and decrease the scope of the changes to the representations and warranties of the Company.
During the call with counsel to Party A, among other things, Ropes & Gray and counsel to Party A discussed the proposal for support agreements and certain considerations related to the Company seeking to obtain such support agreements concurrently with signing, and a requirement that Party A agree to divestitures if required to obtain antitrust clearance. Ropes & Gray requested that Party A decrease the proposed termination fee payable by the Company to 2.5% of the equity value of the proposed transaction and increase the proposed reverse termination fee payable by Party A to 7.5% of the equity value of the proposed transaction, and revert to a more Company-favorable definition of Company material adverse effect.
Later on November 27, 2023, counsel to Party B provided an initial draft of a debt commitment letter.
On November 28, 2023, representatives of Party A informed representatives of Lazard that, while Party A remained highly interested in a transaction, would be prepared to move quickly toward a transaction within the previously proposed range of $18-$20 per share of Company Common Stock, and was comfortable with the feedback received on the transaction documents, Party A did not plan to make a new proposal given that it had been informed previously that the Company expected to transact above the high end of Party A’s range.
Later on November 28, 2023, representatives of Ropes & Gray furnished to Wachtell Lipton and counsel to Party B revised drafts of the Company’s disclosure letter.
On November 29, 2023, Party B submitted a binding proposal to acquire the Company’s outstanding shares for $23.50 per share of Company Common Stock on a fully-diluted basis, along with a revised markup of the one-step auction draft merger agreement, a revised draft of the Company’s disclosure letter to the merger agreement, and an executed debt commitment letter (the “Party B November 29 Proposal”). Among other changes, Party B’s revised merger agreement draft rejected any fallaway of the no material adverse effect on the Company closing condition following receipt of the requisite approval of the merger by the holders of Company Common Stock, proposed a termination fee payable by the Company of 3% of the equity value of the proposed transaction and a reverse termination fee payable by Party B of 5% of the equity value of the proposed transaction (instead of a termination fee payable by the Company of 3.5% and a reverse termination fee payable by Party B of 4% of the equity value of the proposed transaction, as in the Party B November 22 Revised Draft), proposed a 3-month extension of the outside date at either party’s discretion if antitrust-related regulatory approval were the sole unsatisfied condition to closing, revised the definition of Company material adverse effect in a Party B-favorable manner (with certain Company-favorable language from the auction draft of the merger agreement), and included language providing that, absent an intentional breach by the Company of its financing cooperation obligations being the cause of a financing failure, the Company’s financing cooperation obligations would not be taken into account for purposes of determining whether any covenant or closing condition has been satisfied or whether any right of termination arises.
Also on November 29, 2023, AbbVie submitted a binding proposal to acquire the Company’s outstanding shares for $31.26 per share of Company Common Stock on a fully-diluted basis, along with a revised markup of the auction draft merger agreement and a revised draft of the Company’s disclosure letter to the merger agreement (the “AbbVie November 29 Proposal” and, together with the Party B November 29 Proposal, the “November 29 Proposals”).
Among other changes, AbbVie’s revised merger agreement draft converted the structure of the proposed transaction from a two-step merger to a one-step merger, proposed a termination fee payable by the Company of 3.75% and a reverse termination fee payable by AbbVie of 6.25% of the equity value of the
 
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proposed transaction (instead of a termination fee payable by the Company of 4% and a reverse termination fee payable by AbbVie of 4% of the equity value of the proposed transaction, as in the AbbVie November 22 Revised Draft), proposed an automatic 9-month extension of the outside date if antitrust-related regulatory approval were the sole unsatisfied condition to closing, and revised the definition of Company material adverse effect in an AbbVie-favorable manner (with certain Company-favorable changes as compared to the AbbVie November 22 Revised Draft).
On November 29, 2023, representatives of Ropes & Gray and representatives of Wachtell Lipton discussed AbbVie’s revised merger agreement, including the Company’s proposal to decrease the termination fee payable by the Company to 3.5% and increase the reverse termination fee payable by AbbVie to 6.5%. Later that afternoon, representatives of Wachtell Lipton confirmed that AbbVie accepted the Company’s proposals on such terms.
On the evening of November 29, 2023, the Company Board convened a meeting by videoconference, with members of Company management and representatives of Goldman Sachs, Lazard, and Ropes & Gray in attendance, to discuss the November 29 Proposals. Mr. Enyedy stated that the purpose of the meeting was to evaluate the November 29 Proposals, noting that the AbbVie November 29 Proposal was the most attractive of the available proposals. Representatives of Goldman Sachs and Lazard summarized the financial terms of the November 29 Proposals, and a representative of Lazard noted that, while Party A would be prepared to move quickly toward a transaction within the previously proposed range of $18-$20 per share of Company Common Stock, Party A did not plan to make a new proposal given that it had been informed previously that the Company expected to transact above the high end of Party A’s range. Representatives of Ropes & Gray then reviewed the directors’ fiduciary duties in the context of considering the November 29 Proposals and summarized the terms of the revised draft of the merger agreement included in the AbbVie November 29 Proposal as well as the changes to be reflected in the final merger agreement, including a revised termination fee payable by the Company and reverse termination fee payable by AbbVie. Representatives of Goldman Sachs then reviewed with the Company Board Goldman Sachs’ financial analysis of the Company. A representative of Goldman Sachs then rendered Goldman Sachs’ oral opinion, subsequently confirmed in writing, to the Company Board that, as of November 30, 2023 and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than AbbVie and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders. Representatives of Lazard then reviewed with the Company Board Lazard’s financial analysis of the proposed Merger and rendered to the Company Board its oral opinion on November 29, 2023, which was subsequently confirmed by delivery of a written opinion, dated November 29, 2023, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than excluded holders) in the Merger was fair, from a financial point of view, to such holders. Following additional discussion and consideration of the Merger Agreement and the Merger, with respect to the transaction proposed by the AbbVie November 29 Proposal, the Company Board unanimously (i) determined that the Merger Agreement and the Merger were in the best interests of the Company; (ii) adopted the Merger Agreement; (iii) resolved to recommend the holders of shares of Company Common Stock vote to approve the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to the holders of Shares of Company Common Stock with the recommendation of the Company Board that the holders of Shares of Company Common Stock vote to approve the Merger Agreement.
Prior to the opening of market hours on Nasdaq on November 30, 2023, the Company, AbbVie, Intermediate Sub and Purchaser executed the Merger Agreement, and, also on the morning of November 30, 2023, the Company and AbbVie issued a joint press release announcing the transaction.
Recommendation of the Company Board and Reasons for the Merger
Recommendation of the Company Board
After careful consideration, the Company Board has unanimously (i) determined that the Merger Agreement and the Merger were in the best interests of the Company; (ii) adopted the Merger Agreement; (iii) resolved to recommend that the holders of shares of Company Common Stock vote to approve the
 
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Merger Agreement; and (iv) directed that the Merger Agreement be submitted to the holders of shares of Company Common Stock with the recommendation of the Company Board that the holders of shares of Company Common Stock vote to approve the Merger Agreement.
Accordingly, the Company Board recommends, on behalf of the Company, that you vote: (i) “FOR” the approval of the Merger Agreement; (2) “FOR” the non-binding, advisory Compensation Proposal; and (ii) “FOR” the Adjournment Proposal.
Reasons for the Merger
The Company Board considered the following reasons (which are not listed in any relative order of importance), all of which the Company Board viewed as generally supporting (i) its determination that the Merger Agreement and the Merger were in the best interests of the Company; (ii) its adoption of the Merger Agreement; (iii) its resolution to recommend the holders of shares of Company Common Stock vote to approve the Merger Agreement; and (iv) its direction that the Merger Agreement be submitted to the holders of shares of Company Common Stock with the recommendation of the Company Board that the holders of shares of Company Common Stock vote to approve the Merger Agreement:

Attractive Price.   The all-cash consideration of $31.26 per share of Company Common Stock, taking into account the Company Board’s familiarity with the business, operations, prospects, strategic and short- and long-term operating plans, assets, liabilities, and financial condition of the Company and the relative certainty and liquidity of the all-cash Merger Consideration, is more favorable to the ImmunoGen Shareholders than the potential value that could reasonably be expected to be generated from the alternative of the Company continuing to operate independently and pursuing its current business and financial plans on a standalone basis, taking into account the execution risks associated with continued independence;

Substantial Premium.   The current and historical market prices of the shares of Company Common Stock, and the fact that the Merger Consideration represents a compelling premium to recent market prices of the shares of Company Common Stock, including:

a 94.6% premium to the closing price of the shares of Company Common Stock on November 29, 2023 (i.e., the last trading day before the announcement of the Company’s entry into the Merger Agreement); and

a 55.9% premium to the highest closing price of the shares of Company Common Stock over the 52-week period ending on November 29, 2023; and

Certainty of Value.   The Merger Consideration is all cash, and the transactions contemplated by the Merger Agreement, therefore, provide certain and immediate value and liquidity to the ImmunoGen Shareholders for their shares of Company Common Stock and Company Preferred Stock, especially when compared against the internal and external risks and uncertainties associated with certain macroeconomic conditions, including the current state of the U.S. and global economies, and the potential impact of such risks and uncertainties on a standalone strategy of the Company and the trading price of the shares of Company Common Stock;

Strategic Alternatives; Results of Process Conducted.   The Company Board considered possible alternatives to the acquisition by AbbVie (including the possibility of continuing to operate the Company as an independent company), and actively solicited proposals for a sale of the entire Company. The Company Board considered the range of potential benefits to the ImmunoGen Shareholders of these alternatives and the timing and likelihood of accomplishing the goals of such alternatives, including business, competitive, industry, and market risks. The Company Board took into account these considerations in making its assessment that none of these alternatives was reasonably likely to present superior opportunities for the Company to create greater value for the ImmunoGen Shareholders than the Merger Consideration. In connection with this determination, the Company Board considered the process that had been conducted by the Company, with the assistance of the Company’s management and advisors, to evaluate strategic alternatives, including that:

following the October 16 Proposal, representatives of Goldman Sachs and Lazard contacted 5 additional parties regarding the potential opportunity to acquire the Company;
 
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the Company, in coordination with its financial advisors, signed confidentiality agreements with 4 of these additional parties (all strategic parties);

of these additional parties, AbbVie and Party A submitted an initial proposal to acquire the Company, and AbbVie, Party A and Party B continued into the final round of the sale process;

of the 3 parties that proceeded into the final round of the sale process, all 3 proposed to acquire the entire Company, each was provided with diligence materials; and

the fact that, through negotiations, the Company was able to increase AbbVie’s final, binding proposal, delivered on November 29, 2023, to a price per share of Company Common Stock of $31.26 from its initial proposal of a price per share of Company Common Stock that the AbbVie November 6 Proposal equated to $21.81 per share of Company Common Stock but Goldman Sachs and Lazard equated to $21.78 per share of Company Common Stock based on more precise information regarding outstanding shares of Company Common Stock, Company Preferred Stock, and equity awards of the Company, in comparison to Party B’s final, binding proposal, delivered on November 29, 2023, of a price per share of Company Common Stock of $23.50, and Party A’s declining to submit an updated proposal beyond its initial, non-binding proposal;

Competition.   Competitive considerations, including that well-financed pharmaceutical companies are discovering, developing, marketing, and selling product candidates to treat cancer, including products to treat platinum resistant ovarian cancer that would compete with the Company’s approved product ELAHERE;

Costs and Risks Associated with Drug Development.   The costs and risks associated with continuing the development of pipeline drug candidates or the acquisition of other commercial or pipeline assets;

Risk of Continuing to Execute a Successful ELAHERE Commercial Launch.   The risk that ELAHERE fails to achieve continued growth in the United States market and other factors affecting the ongoing revenues from and profitability of ELAHERE, including the risk that ELAHERE fails to receive approval for marketing and sale in international jurisdictions or, if approved, fails to achieve market acceptance in such markets, as well as the risk that the Company is unable to continue to build and maintain effective sales, marketing and distribution capabilities in the United States or to build such capabilities in any foreign market in which ELAHERE is approved in the future;

Risk and Cost Associated with the Company’s Growth.   The risk that the Company is unable to successfully manage the growth of its organization, including risks relating to continuing to build and maintain a commercial infrastructure for ELAHERE, or build the commercial infrastructure required for any product candidates that are approved in the future, and entering into and managing collaborations or other arrangements under acceptable terms with third parties for the development of the Company’s current or future product candidates, and, if approved, for marketing, sales and distribution, and the costs associated with such activities;

Risks Associated with Drug Pricing.   Future revenue from ELAHERE may be negatively affected in the United States by increasing scrutiny of pharmaceutical pricing and proposals to address the perceived high cost of pharmaceuticals, and, if ELAHERE is approved for marketing and sale in international jurisdictions, pricing will be subject to scrutiny under policies in such jurisdictions;

Risk of Clinical Trial Failure.   The risk that clinical trials can take years to complete, and the outcomes are uncertain, along with the risks inherent in the development and eventual commercialization of the Company’s product candidates and the risks related to market acceptance of product candidates, if approved, and other factors affecting the revenues and profitability of product candidates generally;

Risks Associated with Regulatory Processes.   The risks inherent in obtaining regulatory approvals from regulatory authorities to be able to sell the Company’s products, which can take years to complete and the receipt of which are not guaranteed; that domestic and foreign regulators have their own procedures for approval of product candidates, that if a product is approved, regulators may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming clinical trials or reporting as conditions of approval;
 
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Potentially Limited Period of Opportunity.   The timing of the Merger and the risk that if the Company did not accept the AbbVie November 29 Proposal when it executed the Merger Agreement, it may not have another opportunity to do so or receive a comparable opportunity, and the belief of the Company Board that AbbVie was willing to enter into the transactions contemplated by the Merger Agreement for only a limited period of time;

Best Offer.   The Company Board’s belief that (i) as a result of an active negotiating process, the Company had obtained AbbVie’s best offer, (ii) there was substantial risk of losing AbbVie’s offer of $31.26 per share of Company Common Stock if the Company determined that it should pursue a higher price, and (iii) based on the conversations and negotiations with AbbVie, as of the date of the Merger Agreement, the Merger Consideration of $31.26 per share of Company Common Stock represented the highest price reasonably obtainable by the Company under the circumstances;

Likelihood of Closing.   The belief of the Company Board that the likelihood of completing the Merger is high, particularly in light of the terms of the Merger Agreement, including (i) the conditions to the Merger being specific and limited, (ii) the exceptions contained within the “Company Material Adverse Effect” definition, which generally defines the standard for closing risk, (iii) the likelihood of obtaining required regulatory approvals, including the commitment of AbbVie to use its reasonable best efforts to obtain the required regulatory approvals and to pay a substantial termination fee to the Company if it fails to do so, and (iv) the size and financial strength of AbbVie and AbbVie’s ability to fund the Merger Consideration with cash;

No Financing Condition.   The size and financial strength of AbbVie, the fact that the transactions contemplated by the Merger Agreement are not subject to a financing condition and AbbVie’s ability to fund the Merger Consideration with cash;

Goldman Sachs Fairness Opinion.   The oral opinion of Goldman Sachs subsequently confirmed in writing, to the Company Board that, as of November 30, 2023 and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than AbbVie and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders (for further information regarding Goldman Sachs’ opinion, see the section entitled “— Opinion of Goldman Sachs”);

Lazard Analysis and Fairness Opinion.   The oral opinion of Lazard, rendered to the Company Board on November 29, 2023, which was subsequently confirmed by delivery of a written opinion, dated November 29, 2023, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than excluded holders) in the Merger was fair, from a financial point of view, to such holders. For further discussion of the Lazard opinion, see the section entitled “— Opinion of Lazard”;

Financial Projections.   The fact that achieving management’s financial projections entails significant execution risk (for further information regarding management’s financial projections, see section entitled “— Certain Unaudited Prospective Financial Information”);

Successful Negotiations with AbbVie.   The enhancements that the Company and its financial advisors were able to obtain as a result of robust arm’s-length negotiations with AbbVie, including the increase in the Merger Consideration proposed by AbbVie from the time of its initial indication of interest to the end of the negotiations;

Opportunity to Accept a Superior Proposal.   The fact that the terms of the Merger Agreement permit the Company to respond to unsolicited proposals, and that the provisions of the Merger Agreement permit the Company Board in certain circumstances to terminate the Merger Agreement in order to enter into a definitive agreement with respect to an unsolicited superior proposal, subject to the payment of a termination fee of $353.5 million, which amount the directors believe to be reasonable under the circumstances and unlikely to serve as a meaningful deterrent to other acquisition proposals; and
 
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Reverse Termination Fee.   The fact that, in the event the transactions contemplated by the Merger Agreement are not consummated in certain circumstances relating to the failure to obtain antitrust approvals, AbbVie will be required to pay the Company a reverse termination fee of $656.5 million.
The Company Board also considered a number of uncertainties, risks, and factors concerning the Company’s business and the Merger that it generally viewed as weighing against approving the Merger, including the following (which are not listed in any relative order of importance):

Opportunity Costs.   The fact that the Company will no longer exist as an independent public company and the ImmunoGen Shareholders will forego any future increase in its value as an independent public company that might result from its possible growth;

Limited Outreach.   The fact that, following the AbbVie November 29 Proposal, the Company and its financial advisors did not undertake to solicit further proposals from the other potential bidders prior to signing due to the belief that no such bidder would make a proposal at a superior value than AbbVie’s offer of $31.26 per share of Company Common Stock;

Potential Negative Impact on the Company’s Business.   The possible negative effect of the Merger and public announcement of the Merger on the Company’s financial performance, operating results, and share price, and the Company’s relationships with customers, suppliers, other business partners, management, and employees;

Potential Stockholder Litigation.   The impact on the Company of potential shareholder litigation in connection with the Merger;

Prohibition Against Solicitations.   The fact that the Merger Agreement precludes the Company from actively soliciting competing acquisition proposals and obligates the Company (or its successor) to pay AbbVie a termination fee equal to $353.5 million under specified circumstances, which could discourage the making of a competing acquisition proposal or adversely impact the price offered in such a proposal;

Business Operation Restrictions.   The fact that the Merger Agreement imposes restrictions on the conduct of the Company’s business in the pre-closing period, which may adversely affect the Company’s business, including by delaying or preventing the Company from pursuing non-ordinary course opportunities that may arise or precluding actions that would be advisable if the Company were to remain an independent company;

Closing Risks.   The fact that all conditions to the parties’ obligations to consummate the Merger may not be satisfied or waived, and as a result, the Merger may not be completed, even if the ImmunoGen Common Holders approve the Merger Agreement;

Transaction Expenses.   The substantial transaction expenses to be incurred in connection with the transactions contemplated by the Merger Agreement and the negative impact of such expenses on the Company’s cash reserves and operating results should the Merger not be completed; and

Interests of Insiders.   The interests that certain directors and executive officers of the Company may have with respect to the transactions contemplated by the Merger Agreement that may be different from, or in addition to, their interests as ImmunoGen Shareholders or the interests of other ImmunoGen Shareholders generally.
The foregoing discussion of reasons for the recommendation to approve the Merger Agreement addresses the reasons considered by the Company Board in consideration of its recommendation. In view of the wide variety of reasons considered by the Company Board in connection with its evaluation of the Merger and the complexity of these matters, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Company Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Company Board based its recommendation on the totality of the information presented. The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”
 
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Opinion of Goldman Sachs
Goldman Sachs rendered its oral opinion, subsequently confirmed in writing, to the Company Board that, as of November 30, 2023, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than AbbVie and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders.
The full text of the written opinion of Goldman Sachs, dated November 30, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. The summary of Goldman Sachs’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Company Board in connection with its consideration of the Merger. Goldman Sachs’ opinion does not constitute a recommendation as to how any holder of Company Common Stock should vote with respect to the Merger or any other matter.
In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

the Merger Agreement;

annual reports to ImmunoGen Shareholders and Annual Reports on Form 10-K of ImmunoGen for the five years ended December 31, 2022;

certain interim reports to ImmunoGen Shareholders and Quarterly Reports on Form 10-Q of ImmunoGen;

certain other communications from ImmunoGen to the ImmunoGen Shareholders;

certain publicly available research analyst reports for ImmunoGen;

certain internal financial analyses and forecasts for ImmunoGen prepared by its management, as approved for Goldman Sachs’ use by ImmunoGen (which are referred to in this section as the “forecasts”); and

certain internal forecasts related to the expected utilization by ImmunoGen of certain net operating loss carryforwards and other tax credits, as prepared by the management of ImmunoGen and approved for Goldman Sachs’ use by ImmunoGen (which are referred to in this section as the “NOL forecasts”, and, together with the forecasts, are referred to in this proxy statement collectively as the “Management Forecasts”, and which are summarized in the section entitled “— Certain Unaudited Prospective Financial Information”).
Goldman Sachs also held discussions with members of the senior management of ImmunoGen regarding their assessment of the past and current business operations, financial condition and future prospects of ImmunoGen; reviewed the reported price and trading activity for the Company Common Stock; compared certain financial and stock market information for ImmunoGen with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the biopharmaceutical industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.
For purposes of rendering its opinion, Goldman Sachs, with the Company Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with, or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company Board’s consent that the Management Forecasts were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of ImmunoGen. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative, or other off-balance-sheet assets and liabilities) of ImmunoGen or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory, or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on ImmunoGen or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs
 
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also assumed that the Merger would be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.
Goldman Sachs’ opinion does not address the underlying business decision of ImmunoGen to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to ImmunoGen; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the ImmunoGen Common Holders (other than AbbVie and its affiliates), as of the date of its opinion, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of ImmunoGen; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of ImmunoGen, or class of such persons in connection with the Merger, whether relative to the Merger Consideration to be paid to the ImmunoGen Common Holders (other than AbbVie and its affiliates) pursuant to the Merger Agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which Company Common Stock will trade at any time or, as to the potential effects of volatility in the credit, financial and stock markets on ImmunoGen, AbbVie, or the Merger, or as to the impact of the Merger on the solvency or viability of ImmunoGen or AbbVie or the ability of ImmunoGen or AbbVie to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising, or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.
Summary of Financial Analyses
The following is a summary of the material financial analyses presented by Goldman Sachs to the Company Board in connection with rendering its opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 28, 2023, the last day before the date on which the Company Board adopted the Merger Agreement and is not necessarily indicative of current market conditions.
Illustrative Discounted Cash Flow Analysis.   Using the Management Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis of ImmunoGen to derive a range of illustrative equity values per share of Company Common Stock.
Using the mid-year convention for discounting cash flows and discount rates ranging from 11.0% to 13.0%, reflecting estimates of ImmunoGen’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2023 (i) estimates of unlevered free cash flow for ImmunoGen for the calendar years 2023 through 2040 as reflected in the Management Forecasts and (ii) a range of illustrative terminal values for ImmunoGen, which were calculated by applying perpetuity growth rates ranging from -15.0% to -5.0%, to a terminal year estimate of the unlevered free cash flow to be generated by ImmunoGen, as reflected in the Management Forecasts. Goldman Sachs also discounted to present value as of September 30, 2023, using the same discount rates, the benefits estimated by ImmunoGen’s management to be derived by ImmunoGen from its utilization of net operating loss carryforward and other tax credit, as reflected in the NOL forecasts. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including ImmunoGen’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future
 
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applicable marginal cash tax rate and a beta for ImmunoGen, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Management Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation.
Goldman Sachs derived ranges of illustrative enterprise values for ImmunoGen by adding the ranges of present values it derived above. Goldman Sachs then added to the range of illustrative enterprise values it derived for ImmunoGen the estimated net cash of ImmunoGen as of September 30, 2023, as provided by and approved for Goldman Sachs’ use by the management of ImmunoGen, to derive a range of illustrative equity values for ImmunoGen. Goldman Sachs then divided the range of illustrative equity values it derived by the estimated number of fully diluted outstanding shares of Company Common Stock as of September 30, 2023, calculated using the treasury stock method and data provided by and approved for Goldman Sachs’ use by the management of ImmunoGen, to derive a range of illustrative equity values per share of Company Common Stock ranging from $16.25 to $20.40 rounded to the nearest $0.05.
Premia Paid Analysis.
Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for transactions announced from August 2013 through October 2023 involving a commercial or late stage public company in the biopharmaceutical industry as the target where the disclosed enterprise values for the transaction (excluding contingent value rights and other deferred consideration) were between $3 billion and $10 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, mean, 25th percentile and 75th percentile premiums of the price paid in the 31 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 68%, a mean premium of 83%, a 25th percentile premium of 51% and 75th percentile premium of 101% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 51% to 101% to the undisturbed closing price per share of Company Common Stock of $12.46 as of October 23, 2023 (being the last day before market rumors regarding a possible acquisition of ImmunoGen began to circulate) and calculated a range of implied equity values per share of Company Common Stock ranging from $18.80 to $25.05 rounded to the nearest $0.05.
General
The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to ImmunoGen or AbbVie or the contemplated Merger.
Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Company Board as to the fairness from a financial point of view of the Merger Consideration to be paid to the ImmunoGen Common Holders (other than AbbVie and its affiliates). These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of ImmunoGen, AbbVie, Goldman Sachs, or any other person assumes responsibility if future results are materially different from those forecast.
The Merger Consideration was determined through arm’s-length negotiations between ImmunoGen and AbbVie and was approved by the Company Board. Goldman Sachs provided advice to ImmunoGen during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to ImmunoGen or the Company Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.
 
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As described above, Goldman Sachs’ opinion to the Company Board was one of many factors taken into consideration by the Company Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.
Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending, and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of ImmunoGen, AbbVie, any of their respective affiliates and third parties or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to ImmunoGen in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement.
Goldman Sachs has provided certain financial advisory and/or underwriting services to ImmunoGen and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as joint bookrunner with respect to a public offering of Company Common Stock in May 2023. During the two-year period ended November 30, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to ImmunoGen and/or its affiliates of approximately $8.0 million. During the two-year period ended November 30, 2023, Goldman Sachs Investment Banking has not been engaged by AbbVie or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to ImmunoGen, AbbVie, and their respective affiliates, for which Goldman Sachs Investment Banking may receive compensation.
The Company Board selected Goldman Sachs to serve as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement, dated October 8, 2023, ImmunoGen engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between ImmunoGen and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement of the Merger, at approximately $77 million, all of which is contingent upon consummation of the Merger. In addition, ImmunoGen has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.
Opinion of Lazard
ImmunoGen retained Lazard as its financial advisor in connection with the Merger. In connection with Lazard’s engagement, ImmunoGen requested that Lazard evaluate the fairness, from a financial point of view, to the ImmunoGen Common Holders (other than excluded holders), of the Merger Consideration to be paid to such holders in the Merger. On November 29, 2023, at a meeting of the Company Board, Lazard rendered to the Company Board its oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated November 29, 2023, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to the ImmunoGen Common Holders (other than excluded holders) in the Merger was fair, from a financial point of view, to such holders.
The full text of Lazard’s written opinion, dated November 29, 2023, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference in its entirety. The summary of the written opinion of Lazard, dated November 29, 2023, set forth in this proxy statement is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex C. You are encouraged to read Lazard’s opinion and the summary
 
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contained in this proxy statement carefully and in their entirety. Lazard’s engagement and its opinion were for the benefit of the Company Board (in its capacity as such) and Lazard’s opinion was rendered to the Company Board in connection with its evaluation of the Merger and addressed only the fairness, as of the date of the opinion, from a financial point of view, to the ImmunoGen Common Holders (other than excluded holders) of the Merger Consideration to be paid to such holders in the Merger. Lazard’s opinion did not address the relative merits of the Merger as compared to any other merger or business strategy in which ImmunoGen might engage or the merits of the underlying decision by ImmunoGen to engage in the Merger. Lazard’s opinion is not intended to, and does not, constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the Merger or any matter relating thereto.
In connection with its opinion, Lazard:

reviewed the financial terms and conditions of a draft, dated November 29, 2023, of the Merger Agreement;

reviewed certain publicly available historical business and financial information relating to ImmunoGen;

reviewed various financial forecasts and other data provided to Lazard by ImmunoGen relating to the business of ImmunoGen;

held discussions with members of the senior management of ImmunoGen with respect to the business and prospects of ImmunoGen;

reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the business of ImmunoGen;

reviewed the financial terms of certain business combinations involving companies in lines of business Lazard believed to be generally relevant in evaluating the business of ImmunoGen;

reviewed historical stock prices and trading volumes of Company Common Stock; and

conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.
Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of ImmunoGen or concerning the solvency or fair value of ImmunoGen, and Lazard was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of ImmunoGen, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of ImmunoGen. Lazard relied, with the consent of ImmunoGen, on the assessments of ImmunoGen as to the validity of, and risks associated with, the product candidates of ImmunoGen (including, without limitation, the timing and probability of successful development, testing and marketing of such product candidates and approval thereof by appropriate governmental authorities). Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.
Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard further noted that volatility in the credit, commodities and financial markets may have an effect on ImmunoGen, AbbVie, or the Merger and Lazard did not express an opinion as to the effects of such volatility or such disruption on ImmunoGen, AbbVie, or the Merger. Lazard did not express any opinion as to the price at which shares of Company Common Stock may trade at any time subsequent to the announcement of the Merger. In addition, Lazard’s opinion did not address the relative merits of the Merger as compared to any other transaction or business strategy in which ImmunoGen might engage or the merits of the underlying decision by ImmunoGen to engage in the Merger.
In rendering its opinion, Lazard assumed, with the consent of ImmunoGen, that the Merger would be consummated on the terms described in the Merger Agreement, without any waiver or modification of any material terms or conditions. Representatives of ImmunoGen advised Lazard, and Lazard assumed, that
 
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the Merger Agreement, when executed, would conform to the draft reviewed by Lazard in all material respects. Lazard also assumed, with the consent of ImmunoGen, that obtaining the necessary governmental, regulatory or third party approvals and consents for the Merger would not have an adverse effect on ImmunoGen or the Merger. Lazard did not express any opinion as to any tax or other consequences that might result from the Merger, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that ImmunoGen obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Merger Consideration to the extent expressly specified in the opinion) of the Merger, including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or contemplated by the Merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors, or employees of any parties to the Merger, or class of such persons, relative to the Merger Consideration or otherwise.
Summary of Lazard Financial Analyses
The following is a brief summary of the material financial analyses and reviews that Lazard deemed appropriate in connection with rendering its opinion. The summary of Lazard’s financial analyses and reviews provided below is not a complete description of the financial analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Selecting portions of the financial analyses described below, without considering the financial analyses described below as a whole, could create an incomplete view of the financial analyses and reviews underlying Lazard’s opinion.
In arriving at its opinion, Lazard considered the results of its financial analyses and did not attribute any particular weight to any factor or financial analysis considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its financial analyses. For purposes of its financial analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of ImmunoGen. No company, business or transaction used in Lazard’s financial analyses and reviewed as a comparison is identical to ImmunoGen, or the Merger and related transactions contemplated by the Merger Agreement, and an evaluation of the results of those financial analyses and reviews is not entirely mathematical. Rather, the financial analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the Merger, public trading or other values of the companies, businesses or transactions used in Lazard’s financial analyses and reviews. The estimates contained in Lazard’s financial analyses and reviews and the ranges of values resulting from any particular financial analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s financial analyses and reviews. In addition, financial analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s financial analyses and reviews are inherently subject to substantial uncertainty.
The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s financial analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s financial analyses and reviews. Considering the data in the tables below without considering the full narrative description of the financial analyses and reviews, including the methodologies and assumptions underlying the financial analyses and reviews, could create a misleading or incomplete view of Lazard’s financial analyses and reviews.
Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 28, 2023, the last trading day before the date of Lazard’s opinion, and is not necessarily indicative of current market conditions.
 
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Discounted Cash Flow Analysis
Using the Management Forecasts, Lazard performed a discounted cash flow analysis of ImmunoGen.
A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.
For purposes of this analysis, Lazard calculated a range of enterprise values for ImmunoGen by discounting to present value, utilizing discount rates ranging from 11.0% to 13.0%, chosen by Lazard based upon its analysis of the weighted average cost of capital of ImmunoGen (determined using the capital asset pricing model and based on considerations that Lazard deemed relevant in its professional judgment and experience, taking into account certain financial metrics, including capital structure, betas for a comparable group of companies and market risk) and using the mid-year convention, (i) the estimated probability-adjusted, after-tax unlevered free cash flows to be generated by ImmunoGen from September 30, 2023 through the end of terminal year of 2040; and (ii) a range of terminal values for ImmunoGen.
The terminal values were derived by applying a negative perpetuity growth rate range of (15.0%) to (5.0%) to the estimated unlevered free cash flow to be generated by ImmunoGen. The negative perpetuity growth rates were estimated by Lazard based on its professional judgment and experience taking into account the Management Forecasts.
Lazard then added to the range of enterprise values the estimated net cash of the Company on September 30, 2023, to derive a range of total equity values for ImmunoGen. Lazard then calculated a range of implied equity values per share of Company Common Stock by dividing such total equity values of ImmunoGen by the number of fully diluted shares of Company Common Stock, as calculated based on information provided ImmunoGen with respect to dilutive securities outstanding as of November 27, 2023. The results of this analysis implied an equity value per share range of $16.25 to $20.40, rounded to the nearest $0.05.
Selected Publicly Traded Companies Analysis
Using public filings and data sources, Lazard reviewed and analyzed certain financial information, valuation multiple and market trading data related to selected publicly traded biotechnology companies (referred to in this section as the “selected companies”), the operations of which Lazard believed, based on its experience with companies in the biotechnology industry and its professional judgment, to be generally relevant for purposes of this analysis. Lazard compared such information for the selected companies to the corresponding information for ImmunoGen.
The selected companies for this analysis were as follows:

Blueprint Medicines Corporation

DayOne Biopharmaceuticals, Inc.

Deciphera Pharmaceuticals, Inc.

Geron Corporation

Immunocore Holdings PLC

Iovance Biotherapeutics, Inc.

Springworks Therapeutics Inc.
None of the selected companies is directly comparable to ImmunoGen and certain of these companies may have characteristics that are materially different from those of ImmunoGen. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative
 
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in the context of the Merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of ImmunoGen and the selected companies that could affect the public trading values of each company are also relevant.
For each of the selected companies, Lazard reviewed and compared, among other things, the enterprise value of the selected company (calculated as the market capitalization, taking into account in-the-money options and other equity awards and convertible securities, plus the book value of debt, and preferred equity, less cash and cash equivalents, short term investments and long term investments, plus book value of minority interests) as of November 28, 2023), as a multiple of such selected company’s estimated probability-adjusted revenue for 2028 (referred to in this section as “EV/2028 Revenue”). Financial data for the selected companies were based on FactSet Research Systems, Wall Street research analysts’ estimates and the companies’ public filings. The results of this analysis are summarized in the following table:
Multiple Reference Ranges
25th Percentile
Median
Mean
75th Percentile
EV/2028 Revenue
1.0x 1.4x 1.8x 2.3x
Based on its experience and professional judgment, after taking into account, among other things, such observed multiples, Lazard selected and applied a range of EV/2028 Revenue of 1.0x to 2.3x to ImmunoGen’s estimated probability-adjusted revenue for 2028, from the Management Forecasts. This analysis indicated an equity value reference range per share of $5.60 to $10.45, rounded to the nearest $0.05.
Selected Precedent Transactions Analysis
Using public filings and other publicly available information, Lazard reviewed and analyzed selected precedent transactions that Lazard viewed as generally relevant in evaluating the Merger. In performing these analyses, Lazard analyzed certain financial information and transaction multiples relating to companies in the selected transactions and compared such information to the corresponding information for the Merger.
Specifically, Lazard reviewed eight acquisition transactions in the biotechnology industry announced since December 2018, that Lazard believed, based on its experience and its professional judgment, to be generally relevant for the purpose of this analysis. These transactions are listed below.
Announcement Date
Acquiror
Target
10/08/23 Bristol-Myers Squibb Co. Mirati Therapeutics, Inc.
05/10/23
Swedish Orphan Biovitrum AB
CTI BioPharma Corp.
06/03/22 Bristol-Myers Squibb Co. Turning Point Therapeutics, Inc.
04/13//22 GlaxoSmithKline plc Sierra Oncology, Inc.
12/21/20 Servier Laboratories
Agios Pharmaceuticals, Inc.(Oncology Business)
06/17/19 Pfizer Inc. Array BioPharma Inc.
01/07/19 Eli Lilly and Company Loxo Oncology, Inc.
12/03/18 GlaxoSmithKline plc TESARO Inc.
None of the target companies in the selected transactions is directly comparable to ImmunoGen and none of the selected transactions is directly comparable to the Merger, and certain of these selected transactions and target companies may have characteristics that are materially different from those of the Merger and ImmunoGen. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the transaction and that qualitative judgments concerning differences between the terms of the Merger and the business, financial and operating characteristics and prospects of ImmunoGen and the selected transactions and target companies that could affect the transaction multiples and transaction values of each selected transaction and target company are also relevant.
For each of the selected transactions, Lazard upfront consideration (calculated as equity value plus net debt), as a multiple of such target company’s estimated probability-adjusted revenue for the fifth calendar year following the announcement (referred to in this section as “TV/CY+5 Revenue”), as reflected in publicly
 
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available consensus estimates at the time of the transaction announcement. The financial data for the selected transactions and target companies were based on public filings, Wall Street research and other publicly available information. The results of this analysis are summarized in the following table:
Multiple Reference Ranges
25th Percentile
Median
Mean
75th Percentile
TV/CY+5 Revenue
3.2x 4.0x 4.2x 4.9x
Based on its professional judgment after taking into account, among other things, such observed multiples for each of the selected transactions, Lazard selected a TV/CY+5 Revenue multiple reference range of 3.2x to 4.9x and applied this multiple reference range to ImmunoGen’s estimated 2028 revenue, based on the Management Forecasts. The results of this analysis implied an equity value per share range of $14.10 to $20.45, rounded to the nearest $0.05.
Other Analyses
The analyses and data described below were presented to the Company Board for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.
Premia Paid Analysis
Using information from public filings and other publicly available information, Lazard analyzed the premia paid for selected acquisitions of publicly-traded companies in the biotechnology industry by strategic buyers since January 1, 2018. For each of the precedent transactions, Lazard calculated the implied premia as a percentage based on the amount by which the per share consideration in each transaction exceeded the target company’s closing share price on the last trading day upon which shares of ImmunoGen traded on an unaffected basis and (ii) 52-week high share price based on closing prices.
Based on its professional judgment and experience, Lazard then applied the 25th percentile and 75th percentile of the 1-day unaffected per share price premia of approximately 59% to 116%, respectively, to the closing share price of Company Common Stock on October 23, 2023, the day before a media report was published speculating that a major European pharmaceutical company might be interested in acquiring ImmunoGen (which is referred to in this section as the “Unaffected Price”), of $12.46, to calculate an implied equity value per share range of $19.80 to $26.85, rounded to the nearest $0.05.
Research Analyst Price Targets
Lazard reviewed selected equity research analyst price targets based on published, publicly available Wall Street equity research reports. Lazard observed that such price targets ranged from $14.00 per share to $28.00 per share, with a median of $24.50 per share.
52-Week High/Low Trading Prices
Lazard reviewed the range of trading prices of shares of Company Common Stock for the 52 weeks ended on November 28, 2022. Lazard observed that, during such period, the closing prices of the shares of Company Common Stock ranged from $3.65 per share to $20.05 per share, in each case rounded to the nearest $0.05.
Miscellaneous
In connection with Lazard’s services as financial advisor to ImmunoGen in connection with the Merger, ImmunoGen agreed to pay Lazard a fee for such services estimated, based on information available on November 30, 2023, the date of announcement of the Merger Agreement, to be approximately $77 million, all of which is contingent on the consummation of the Merger. Lazard in the past has provided certain investment banking services for ImmunoGen for which Lazard has received compensation, including in connection with the collaboration with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd., which was announced in 2020. ImmunoGen has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain
 
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circumstances against various liabilities that may arise from or be related to Lazard’s engagement, including certain liabilities under U.S. federal securities laws.
Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of ImmunoGen, AbbVie and certain of their respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of ImmunoGen, AbbVie and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.
ImmunoGen and AbbVie determined the Merger Consideration in the Merger through arm’s-length negotiations, and the Company Board approved such Merger Consideration. Lazard did not recommend any specific consideration to the Company Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Merger. Lazard’s opinion was one of many factors considered by the Company Board, as discussed further in “— Recommendation of the Company Board and Reasons for the Merger.”
Certain Unaudited Prospective Financial Information
Important Information Concerning the Company Management Forecasts
The Company does not publicly disclose long-term forecasts or internal projections as to future revenues, earnings, or other results, due to, among other reasons, the unpredictability of the underlying assumptions and estimates and the inherent difficulty of accurately predicting financial performance for future periods.
In connection with the Company Board’s review of strategic alternatives, in late November 2023 the Company’s senior management prepared certain non-public, unaudited financial projections for the Company for fiscal years 2023 through 2040 (the “Management Forecasts”). The Company Board used the Management Forecasts to assist in its decision-making process in determining to approve the Merger Agreement. The Management Forecasts were also provided to Goldman Sachs and Lazard, and the Company Board approved and instructed the use of, and reliance upon, the Management Forecasts by Goldman Sachs and Lazard in connection with each firm’s respective opinion to the Company Board and related financial analyses described under the headings “The Merger — Opinion of Goldman Sachs” and “The Merger — Opinion of Lazard.” The Management Forecasts were not prepared with a view toward public disclosure and were not provided to AbbVie or any other prospective bidder. The inclusion of this information should not be regarded as an indication that the Company, the Company Board, the Company’s senior management, advisors to the Company or the Company Board, or any other person considered, or now considers, such Management Forecasts to be material or to be necessarily predictive of actual future results, and these Management Forecasts should not be relied upon as such.
Company senior management regularly prepares internal projections for the Company Board. The Management Forecasts reflect the most recent version of these internal projections and incorporated the Company’s launch of ELAHERE, which exceeded prior expectations, as well as other updates based on Company management’s most recent assessment of its business, which, in the aggregate, reflected more positive projections of future financial results. The Management Forecasts were prepared by the Company’s senior management based on assumptions they believed to be reasonably achievable and included estimates of the Company’s financial performance on a risk-adjusted basis, reflecting the Company’s senior management’s good faith assessment as to the probability of license fees and milestone amounts payable by and to the Company based on the terms of the Company’s existing and forecast terms of future potential partner relationships. The Management Forecasts reflect key assumptions with respect to product sales; license fees and milestone payments; cost of goods sold expenses; research and development expenses; selling, general, and administrative expenses; capital expenditures; changes in working capital; effective tax rate; utilization of net operating losses and tax credits; and other relevant factors related to projecting potential Company long-range operating performances.
 
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The following table presents a summary of the Management Forecasts:
MANAGEMENT FORECASTS (RISK-ADJUSTED)
(dollars in millions)
Fiscal Year Ending December 31,
2023E
2024E
2025E
2026E
2027E
2028E
2029E
2030E
2031E
Net product revenue(1)
$ 328 $ 571 $ 607 $ 651 $ 885 $ 1,097 $ 1,288 $ 1,363 $ 1,361
Total revenue(2)
$ 398 $ 654 $ 666 $ 769 $ 990 $ 1,221 $ 1,383 $ 1,462 $ 1,474
Gross Profit(3)
$ 393 $ 634 $ 641 $ 738 $ 948 $ 1,168 $ 1,305 $ 1,381 $ 1,393
EBIT(4) $ 28 $ 161 $ 180 $ 288 $ 538 $ 706 $ 754 $ 837 $ 879
NOPAT(5) $ 28 $ 161 $ 180 $ 288 $ 511 $ 593 $ 633 $ 703 $ 738
Plus: Depreciation and amortization expense
$ 4 $ 7 $ 7 $ 8 $ 10 $ 12 $ 14 $ 15 $ 15
Less: Capital expenditures
$ (4) $ (7) $ (7) $ (8) $ (10) $ (12) $ (14) $ (15) $ (15)
Less: Change in net working capital
$ (130) $ (97) $ (9) $ (4) $ (23) $ (21) $ (19) $ (7) $ 0
Unlevered free cash flow(6)
$ (102) $ 63 $ 171 $ 283 $ 487 $ 572 $ 614 $ 696 $ 738
Fiscal Year Ending December 31,
2032E
2033E
2034E
2035E
2036E
2037E
2038E
2039E
2040E
Net product revenue(1)
$ 1,557 $ 1,881 $ 2,219 $ 2,502 $ 2,722 $ 2,335 $ 2,082 $ 1,923 $ 1,565
Total revenue(2)
$ 1,654 $ 1,972 $ 2,302 $ 2,578 $ 2,798 $ 2,403 $ 2,145 $ 1,985 $ 1,621
Gross Profit(3)
$ 1,561 $ 1,859 $ 2,169 $ 2,428 $ 2,634 $ 2,263 $ 2,020 $ 1,869 $ 1,527
EBIT(4) $ 1,049 $ 1,297 $ 1,532 $ 1,728 $ 1,886 $ 1,620 $ 1,446 $ 1,339 $ 1,094
NOPAT(5) $ 881 $ 1,089 $ 1,287 $ 1,451 $ 1,584 $ 1,361 $ 1,215 $ 1,125 $ 919
Plus: Depreciation and amortization expense
$ 17 $ 20 $ 23 $ 26 $ 28 $ 24 $ 21 $ 20 $ 16
Less: Capital expenditures
$ (17) $ (20) $ (23) $ (26) $ (28) $ (24) $ (21) $ (20) $ (16)
Less: Change in net working capital
$ (20) $ (32) $ (34) $ (28) $ (22) $ 39 $ 25 $ 16 $ 36
Unlevered free cash flow(6)
$ 862 $ 1,057 $ 1,253 $ 1,423 $ 1,562 $ 1,399 $ 1,240 $ 1,141 $ 955
(1)
Net Product Revenue” refers to net product sales attributed to the Company’s ELAHERE, PVEK and IMGN151 products.
(2)
Total Revenue” refers to Net Product Revenue plus revenue from milestones and royalties, including upfront payment, development, regulatory and commercial milestones, and royalties for the Company’s partnered assets.
(3)
Gross Profit” refers to Total Revenue minus cost of goods sold expenses.
(4)
EBIT” refers to Gross Profit, minus research and development expenses minus selling, general , and administrative expenses.
(5)
NOPAT” means net operating profit after tax. The estimated net present value of NOLs and certain other tax attributes anticipated by the management of the Company to be utilized by the Company for the periods 2023E-2027E (in the amounts of $5 million, $26 million, $29 million, $46 million, and $59 million, respectively), which Goldman Sachs and Lazard were directed to utilize in their analyses, were taken into account.
(6)
Unlevered free cash flow” is defined as NOPAT after tax, plus depreciation and amortization, minus capital expenditures and minus changes in net working capital.
 
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Additional Information Concerning the Management Forecasts
The summary of the Management Forecasts is included in this proxy statement to provide ImmunoGen Shareholders with access to certain financial Management Forecasts that were made available to the Company Board and its financial advisors as described above. The Management Forecasts were generated solely for internal use and not developed with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data or published guidelines of the SEC regarding forward-looking statements or U.S. generally accepted accounting principles (“GAAP”). The Management Forecasts are forward-looking statements. All of the Management Forecasts summarized in this section were prepared by the Company’s senior management.
The Management Forecasts contain non-GAAP financial measures, including EBIT, NOPAT, and unlevered free cash flow. The Company’s senior management included such measures in the Management Forecasts because it believed that such measures may be useful in evaluating, on a prospective basis, the potential operating performance, and cash flow of the Company. A material limitation associated with the use of the above non-GAAP financial measures is that they have no standardized measurement prescribed by GAAP and may not be comparable with similar non-GAAP financial measures used by other companies. Due to the forward-looking nature of these Management Forecasts, specific quantification of the amounts that would be required to reconcile such Management Forecasts to GAAP measures are not available. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of adjusted financial measures were not relied upon by the Company Board or the members of management or financial advisors in connection with their respective evaluation of the Merger. Accordingly, ImmunoGen has not provided a reconciliation of the non-GAAP financial measures included in Management Forecasts to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. EBIT, NOPAT, and unlevered free cash flow should not be considered (1) as alternatives to operating income, net income, or cash from operations as measures of operating performance or cash flow or (2) as measures of liquidity.
No independent registered public accounting firm has examined, compiled, or otherwise performed any procedures with respect to the Management Forecasts or expressed any opinion or given any other form of assurance, and no independent registered public accounting firm assumes any responsibility for the information contained in the Management Forecasts. The Ernst & Young LLP reports included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, relate solely to the historical financial information of the Company and to an assessment of the Company’s internal controls over financial reporting. Such reports do not extend to the Management Forecasts and should not be read to do so.
The Company is summarizing the Management Forecasts in this proxy statement to provide ImmunoGen Shareholders access to certain non-public, unaudited prospective financial information that was provided to the Company Board and the financial advisors, as described above. By including the Management Forecasts in this proxy statement, neither the Company nor any of its affiliates, advisors, officers, directors, or representatives has made or makes any representation to any security holder regarding the ultimate performance of the Company, AbbVie, Purchaser, the Surviving Corporation, or any of their affiliates compared to the information contained in the Management Forecasts. The Company has made no representation to AbbVie or Purchaser, in the Merger Agreement or otherwise, concerning the Management Forecasts.
The assumptions and estimates underlying the Management Forecasts, all of which are difficult to predict and many of which are beyond the control of the Company, may not be realized as forecasted. Actual results may differ materially from those reflected in the Management Forecasts. In addition, the Management Forecasts will be affected by the Company’s ability to achieve strategic goals, objectives, and targets over the applicable period.
 
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The Company’s actual future financial results may differ materially from those expressed or implied in the Management Forecasts due to numerous factors, including many that are beyond the Company’s ability to control or predict. While presented with numerical specificity, the Management Forecasts necessarily are based on numerous assumptions, many of which are beyond the control of the Company and difficult to predict. Important factors that may affect actual results and result in the Management Forecasts not being achieved include, but are not limited to, financial market conditions, the Company’s ability to achieve forecasted sales of ELAHERE and other pipeline products, the timing of regulatory approvals and introduction of new products, the accuracy of certain accounting assumptions, changes in actual or projected cash flows, the impact of emergence of competitive products considered more effective, characterized by a better side effect profile, or easier to administer, the effect of negative developments in the life science industry, including more onerous regulation or price controls, the effect of negative regulatory developments, the impact of legal proceedings, the effect of negative general economic developments, the cost and effect of changes in tax and other legislation and other risk factors described in the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and described in this proxy statement in the section entitled “Forward-Looking Statements.” The Management Forecasts also reflect assumptions as to certain business decisions that are subject to change. The information set forth in the Management Forecasts is not fact and should not be relied upon as being necessarily indicative of actual future results. The Management Forecasts cover multiple years, and thus, by their nature, they become subject to greater uncertainty with each successive year.
The Management Forecasts assume that the Company continues operating as a standalone, publicly traded company without giving effect to the Merger, and, therefore, the Management Forecasts do not give effect to the Merger or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including potential cost synergies to be realized as a result of the Merger, or to any costs incurred in connection with the Merger. Furthermore, the Management Forecasts do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context.
The Management Forecasts summarized in this section were prepared prior to the execution of the Merger Agreement and have not been updated to reflect any changes after the date they were prepared. The Company will not update or otherwise revise the Management Forecasts hereafter to reflect circumstances arising after their preparation.
In light of the foregoing factors and the uncertainties inherent in the Management Forecasts, the ImmunoGen Shareholders are cautioned not to place undue reliance on the Management Forecasts.
Interests of ImmunoGen’s Directors and Executive Officers in the Merger
In considering the recommendation of the Company Board that the ImmunoGen Shareholders should vote to approve the proposal to approve the Merger Agreement, the ImmunoGen Shareholders should be aware that the executive officers and directors of ImmunoGen have certain interests in the Merger that may be different from, or in addition to, the interests of the ImmunoGen Shareholders generally, including those items listed below. The Company Board was aware of and considered these interests, among other matters, in evaluating and overseeing the negotiation of the Merger Agreement, in adopting the Merger Agreement, and in recommending that the Merger Agreement be approved by ImmunoGen Common Holders. As described in more detail below, these interests may include, for one or more of our directors and executive officers:

The Company Equity Awards held by ImmunoGen’s executive officers and directors will be treated as described in the section of this proxy statement captioned “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger — Treatment of Shares and Company Equity Awards;”

Eligibility of ImmunoGen’s executive officers to receive severance payments and benefits (including vesting acceleration of any Company RSUs that may be granted following the date of the Merger Agreement) upon a termination of employment in certain circumstances, as described in more detail in the section of this proxy statement captioned “The Merger — Interests of ImmunoGen’s
 
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Directors and Executive Officers in the Merger — Payment Upon Termination of Employment Following Change of Control;”

The payment of a pro-rated 2024 annual bonus at target performance; and

Continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.
Treatment of Shares and Company Equity Awards
Treatment of Company Common Stock
If the Merger is consummated, any shares of Company Common Stock held of record or beneficially owned by a director or executive officer will be converted into the right to receive the Merger Consideration at the Effective Time.
The approximate value of the cash payments that each director and executive officer of the Company would receive in exchange for his or her shares of Company Common Stock is set forth in the table below. The information is based on the number of shares of Company Common Stock held by the Company’s directors and executive officers as of December 29, 2023.
Name of Director or Executive Officer
Number of Shares of
Company Common Stock
(#)(1)
Cash Consideration for
Company Common Stock
($)
Directors
Stephen C. McCluski
Stuart A. Arbuckle
4,939 154,393
Mark A. Goldberg, M.D.
60,151 1,880,320
Tracey L. McCain, Esq.
Dean J. Mitchell
103,000 3,219,780
Kristine Peterson
Helen Thackray, M.D.
2,822 88,216
Richard J. Wallace
10,000 312,600
Executive Officers
Mark J. Enyedy
553,270 17,295,220
Daniel Char
1,000 31,260
Stacy Coen
33,140 1,035,956
Isabel Kalofonos
Renee Lentini
8,452 264,210
Michael Vasconcelles, M.D.
Lauren White
Theresa Wingrove, PhD
2,811 87,872
(1)
Does not include shares of Company Common Stock (i) purchased upon the exercise of rights under the Company ESPP (367, Ms. Coen; 467, Ms. Lentini; 1,327, Dr. Vasconcelles; and 615, Dr. Wingrove); (ii) issuable upon the exercise of a Company Stock Option by Ms. Coen (30,000); and (iii) for services performed for the quarter ended December 31, 2023 in lieu of the payment of cash fees (442, Mr. Arbuckle; 569, Dr. Goldberg; and 252, Dr. Thackray), in each case, which are expected to be outstanding on or about January 3, 2024.
Treatment of Company Stock Options
As of the Effective Time, each Company Stock Option granted prior to the date of the Merger Agreement that is outstanding and unvested as of immediately prior to the Effective Time will vest in full. Each Company Stock Option granted prior to the date of the Merger Agreement that is outstanding as of immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive,
 
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without interest, an amount in cash (less any applicable withholding tax) equal to (i) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock under such Company Stock Option.
The table below sets forth the number of shares of Company Common Stock subject to vested and unvested Company Stock Options held by directors and executive officers of ImmunoGen as of December 29, 2023, and the aggregate cash consideration (on a pre-tax basis) that would be payable with respect to such Company Stock Options based on the excess of the Merger Consideration over the applicable exercise price per share of Company Common Stock. The actual amount payable in respect of Company Stock Options held by directors and executive officers of ImmunoGen will depend on the number of shares of Company Common Stock subject to Company Stock Options held by such persons as of the Effective Time, which may differ from the amounts in the table below.
Name of Director or Executive Officer
Number of Shares of Company
Common Stock Subject to
Company Stock Options
(#)
Cash Consideration for
Company Stock Options
($)
Directors
Stephen C. McCluski
228,597 5,597,643
Stuart A. Arbuckle
213,564 5,203,724
Mark A. Goldberg, M.D.
228,597 5,597,643
Tracey L. McCain, Esq.
89,153 2,103,620
Dean J. Mitchell
145,597 3,324,463
Kristine Peterson
208,597 5,204,143
Helen Thackray, M.D.
95,663 2,272,424
Richard J. Wallace
228,597 5,597,643
Executive Officers
Mark J. Enyedy(1)
4,244,275 102,801,621
Daniel Char
400,000 10,428,000
Stacy Coen(1)
807,270 20,780,047
Isabel Kalofonos
284,250 7,353,548
Renee Lentini
157,121 3,939,319
Michael Vasconcelles, M.D.
960,000 25,056,000
Lauren White
295,975 4,602,411
Theresa Wingrove, PhD(1)
776,548 19,161,498
(1)
The table does not include performance-based options held by Mr. Enyedy, Ms. Coen, and Dr. Wingrove that expired by their terms on December 31, 2023. In addition, the table does not reflect the exercise of a Company Stock Option to purchase 30,000 shares of Company Common Stock by Ms. Coen, which shares are expected to be outstanding on or about January 3, 2024.
Treatment of Company RSUs and Company DSUs
As of the Effective Time, each Company RSU and each Company DSU granted prior to the date of the Merger Agreement that is outstanding and unvested as of immediately prior to the Effective Time will vest in full. Each Company RSU and each Company DSU granted prior to the date of the Merger Agreement that is outstanding as of immediately prior to the Effective Time will be canceled and, in exchange therefor, the holder will receive, without interest, an amount in cash (less any applicable withholding taxes) equal to (i) the number of shares of Company Common Stock subject to such Company RSU or Company DSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.
The table below sets forth the number of vested and unvested Company RSUs and Company DSUs held by directors and executive officers of ImmunoGen as of December 29, 2023, and the aggregate cash
 
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consideration (on a pre-tax basis) that would be payable with respect to such Company RSUs and Company DSUs. The actual amount payable in respect of Company RSUs and Company DSUs will depend on the number of shares of Company Common Stock subject to Company RSUs and Company DSUs held by such persons as of the Effective Time, which may differ from the amounts in the table below.
Name of Director or Executive Officer
Number of
Company
RSUs
(#)
Cash
Consideration for
Company RSUs
($)
Number of
Company
DSUs (#)
Cash
Consideration for
Company DSUs
($)
Directors
Stephen C. McCluski
13,090 409,193 105,458 3,296,617
Stuart A. Arbuckle
13,090 409,193 63,000 1,969,380
Mark A. Goldberg, M.D.
13,090 409,193 160,350 5,012,541
Tracey L. McCain, Esq.
13,090 409,193 50,303 1,572,472
Dean J. Mitchell
13,090 409,193 142,667 4,459,770
Kristine Peterson
13,090 409,193 74,954 2,343,062
Helen Thackray, M.D.
13,090 409,193 40,932 1,279,534
Richard J. Wallace
13,090 409,193 102,326 3,198,711
Executive Officers
Mark J. Enyedy
153,700 4,804,662
Daniel Char
Stacy Coen
43,050 1,345,743
Isabel Kalofonos
47,375 1,480,943
Renee Lentini
47,805 1,494,384
Michael Vasconcelles, M.D.
Lauren White
51,625 1,613,798
Theresa Wingrove, PhD
78,000 2,438,280
Treatment of Company RSUs Granted on or after the Date of the Merger Agreement
As of the Effective Time, each Company RSU that is granted on or after the date of the Merger Agreement, including any Company RSUs granted as part of the Company’s 2024 annual grant process, will be exchanged for restricted stock units with respect to shares of AbbVie’s common stock having an equivalent value. Any such AbbVie restricted stock units will be subject to the same vesting schedule as the corresponding Company RSU and will vest in full if the employee’s employment is terminated by the Company without cause (as defined in the Company’s Amended and Restated 2018 Employee, Director and Consultant Equity Incentive Plan) or, for employees who are party to a change in control severance agreement (each, a “CIC Agreement”) providing for good reason protection, by the employee for good reason, in either case within one year following the Effective Time.
The number of Company RSUs to be granted to each executive officer, if any, will be determined by the Compensation Committee of the Company Board in the ordinary course in connection with the 2024 annual grant process, and therefore is not yet determinable.
Payment Upon Termination of Employment Following Change of Control
Each currently employed executive officer of ImmunoGen is party to a CIC Agreement that provides for severance benefits if, within the period of two months before or 12 months after a change in control of ImmunoGen, the executive’s employment is terminated by the Company other than for cause or disability or by the executive for good reason. The terms “cause”, “good reason” and “change in control” are each defined in the executive officer’s CIC Agreement. The Merger will constitute a change in control of ImmunoGen for purposes of the CIC Agreements.
 
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Severance Benefits
Severance benefits under each agreement include the following:

a lump sum payment equal to a multiple (2.0x for Mr. Enyedy, 1.5x for Mr. Char, Mses. Coen, Kalofonos and White and Drs. Vasconcelles and Wingrove and 1.0x for Ms. Lentini) of the sum of the executive officer’s then current annual base salary and the executive’s target annual bonus for the fiscal year in which the termination occurs;

vesting of 100% of the executive officer’s unvested equity awards (including any Company RSUs granted on or following the date of the Merger Agreement, if applicable);

if the executive officer elects to continue medical coverage in accordance with COBRA, a subsidy of the executive officer’s COBRA premium at the same percentage as the Company subsidized health insurance premiums for the executive officer immediately prior to the date of termination of the executive officer’s employment (or, if more favorable to the executive officer, immediately prior to the consummation of the change in control), for a specified period (24 months for Mr. Enyedy, 18 months for Mr. Char, Mses. Coen, Kalofonos and White and Drs. Vasconcelles and Wingrove and 12 months for Ms. Lentini) (provided that, following the expiration of Mr. Enyedy’s COBRA coverage period, the Company will pay a taxable amount to him equal to the COBRA premium subsidy on a monthly basis for the period ending 24 months from his termination date); and

payment of the cost of outplacement services up to a maximum of $40,000.
Payment of the above-described severance benefits is subject to the named executive officer releasing all of his or her claims against ImmunoGen other than claims that arise from ImmunoGen’s obligations under the CIC Agreement and complying with certain restrictive covenants, including a non-competition restriction.
Application of Section 280G of the Code
The Company is permitted under the Merger Agreement to enter into agreements with each executive officer providing for reimbursements in an aggregate amount not to exceed $25,000,000, and subject to individual caps to be set forth in such agreements, for excise taxes incurred under Section 4999 of the Code in connection with the Merger, so that on a net after-tax basis, such executive officer would be in the same position as if no such excise tax had applied to him or her. The actual amount of the excise tax reimbursement for each executive officer, if any, will not be determinable until after the Merger. As of the date of this filing, the Company has not entered into such agreement with any individual but will do so prior to the Effective Time.
2024 Annual Bonus Payments
Prior to the Effective Time, the Company will pay annual bonuses with respect to calendar year 2024 to employees, including executive officers, at target performance, prorated for the portion of the year that has elapsed as of the Effective Time (without double counting with respect to any employee who is entitled to a pro rata bonus as part of a severance entitlement).
Employment Agreements and Retention Arrangements Through and Following the Merger
As of the date of this Schedule 14A, AbbVie has informed the Company that none of the Company’s currently employed executive officers has entered into any new agreement, arrangement or understanding with AbbVie or its affiliates regarding employment with the Surviving Corporation. Although it is possible that AbbVie or the Surviving Corporation may enter into employment agreements or other employment or consultancy arrangements with the Company’s executive officers, as of the date of this Schedule 14A, there can be no assurance that any parties will reach an agreement.
Insurance and Indemnification of Directors and Executive Officers
The Merger Agreement provides that AbbVie and Purchaser will cause the articles of organization and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to indemnification,
 
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advancement of expenses, and exculpation from liabilities of present and former directors, officers, and employees of the Company than such provisions set forth in the articles of incorporation and bylaws of the Company as of the date of the Merger Agreement. Such provisions may not be amended, repealed, or otherwise modified in any manner that would adversely affect the rights thereunder of such individuals, and will be observed by the Surviving Corporation and its subsidiaries to the fullest extent available under Massachusetts (or other applicable) law until the later of (i) the expiration of the statute of limitations applicable to such matters and (ii) six (6) years from the Effective Time.
In addition, the Merger Agreement provides for indemnification and exculpation rights with respect to liabilities for acts and omissions occurring prior to or at the Effective Time, as well as related rights to advancement of expenses, in favor of the current and former directors and officers of the Company (together with such person’s heirs, executors and administrators), who we refer to collectively as the “indemnitees.” Specifically, AbbVie will cause the Surviving Corporation to indemnify and hold harmless each current or former director and officer of the Company against all obligations to pay a judgment, settlement, or penalty and reasonable expenses incurred in connection with any action, whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal, arising out of or pertaining to any action or omission, including any action or omission in connection with the fact that the indemnitee is or was an officer, director, employee, fiduciary, or agent of the Company or its subsidiaries, or of another entity if such service was at the request of the Company, whether asserted or claimed prior to, at, or after the Effective Time, to the fullest extent permitted under applicable law. The Merger Agreement also provides that AbbVie will cause the Surviving Corporation to advance reasonable fees and expenses (including reasonable attorneys’ fees) as incurred by any such indemnitee in the defense of such legal action (provided that any person to whom expenses are advanced will have provided, to the extent required by the MBCA, an undertaking to repay such advances if it is finally determined that such Person is not entitled to indemnification).
The Merger Agreement further provides that prior to the Effective Time, the Company may (or, if requested by AbbVie, will) purchase a tail policy under the current directors’ and officers’ liability insurance policies maintained at such time by the Company, which tail policy (i) will be effective until the sixth (6th) anniversary of the Effective Time with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time and (ii) will contain coverage that is at least as protective to such directors and officers as the coverage provided by such existing policies, subject to certain limits on the aggregate premium for such tail policy. In addition, without limiting the foregoing, unless the Company has purchased a tail policy, the Merger Agreement requires the Surviving Corporation to purchase such tail policy at or after the Effective Time. AbbVie will cause the Surviving Corporation to maintain such policy in full force and effect for the full six (6)-year term.
Golden Parachute Compensation
The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for the Company’s named executive officers (“NEOs”) that is based on or otherwise relates to the Merger. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described immediately and in the footnotes to the table. As a result, the actual amounts, if any, that an NEO receives may materially differ from the amounts set forth in the table.
The table below assumes that (1) the Merger was consummated on December 29, 2023, (2) the NEO’s employment was terminated by the Company without cause or the NEO resigned for good reason on the same day in a manner entitling the NEO to receive severance payments and benefits under his or her respective CIC Agreement, (3) no NEO receives any additional equity grants, or exercises any Company Stock Options on or prior to the Effective Time, and (4) no NEO enters into any new agreement with the Company or is otherwise legally entitled to, prior to the Effective Time, additional compensation or benefits. For purposes of the disclosure, the NEOs are Mr. Enyedy, Dr. Vasconcelles, and Mses. Coen, Lentini and White. Our former NEOs, Anna Berkenblit, M.D. and Susan Altschuller, PhD, are not expected to receive any compensation in connection with the Merger and are not included in the table below. The calculation in the table below does not include amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms, or operation in favor of the NEOs and that are available generally
 
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to all of the Company’s salaried employees. It also does not include any amounts payable pursuant to any Section 280G tax gross-up agreement, which agreements will be entered into prior to the Effective Time.
Name of Executive Officer
Cash
($)(1)
Equity
($)(2)
Perquisites/
Benefits
($)(3)
Total
($)
Officers
Mark J. Enyedy
2,751,620 53,956,912 118,798 56,827,330
Stacy Coen
933,803 15,298,196 99,099 16,331,098
Renee Lentini
486,720 5,226,192 79,399 5,792,311
Michael Vasconcelles, M.D.
1,305,000 18,792,000 99,099 20,196,099
Lauren White
1,050,000 6,216,209 99,099 7,365,308
(1)
The amounts reported in this column represent “double-trigger” amounts payable to the NEO pursuant to his or her respective CIC Agreement, as described above under “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger — Payment Upon Termination of Employment Following Change of Control.” Cash severance is comprised of (a) in the case of Mr. Enyedy, (i) an amount equal to 2.0x the sum of his (x) current base salary and (y) target annual bonus based on the assumed date of termination, (b) in the case of Dr. Vasconcelles and Mses. Coen and White, (i) an amount equal to 1.5x the sum of his or her (x) current base salary and (y) target annual bonus based on the assumed date of termination, and (c) in the case of Ms. Lentini, (i) an amount equal to 1.0x the sum of her (x) current base salary and (y) target annual bonus based on the assumed date of termination. The bonus amounts included represent the 2023 target bonus amounts for each named executive officer.
(2)
The amounts reported in this column include the aggregate dollar value of the unvested Company Stock Options (other than performance-based options held by Mr. Enyedy and Ms. Coen, which expired by their terms on December 31, 2023 and will not vest in connection with the Merger) and Company RSUs held by the NEOs as of December 29, 2023, all of which will be cancelled at the Effective Time and converted into a right to receive cash consideration, as described above under “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger — Treatment of Shares and Company Equity Awards”. The value of the unvested Company Stock Options is the excess of the Merger Consideration of $31.26 per share over the applicable exercise price of the Company Stock Option, multiplied by the number of shares of Company Common Stock issuable upon exercise of such unvested Company Stock Options. The value of unvested Company RSUs is the Merger Consideration of $31.26 per share multiplied by the number of shares of Company Common Stock subject to the unvested Company RSUs. These amounts are “single-trigger” amounts. For more information, see the table below.
Name of Executive Officer
Value of
Unvested Company
Stock Options
($)
Value of
Unvested Company
RSUs
($)
Mark J. Enyedy
49,152,250 4,804,662
Stacy Coen
13,952,453 1,345,743
Renee Lentini
3,731,808 1,494,384
Michael Vasconcelles, M.D.
18,792,000
Lauren White
4,602,411 1,613,798
(3)
The amounts reported in this column represent “double trigger amounts” payable to the NEOs pursuant to his or her CIC Agreement as described above under “The Merger — Interests of ImmunoGen’s Directors and Executive Officers in the Merger — Payment Upon Termination of Employment Following Change of Control”. These amounts represent estimates of: (i) Company-paid medical coverage (for 24 months in the case of Mr. Enyedy ($78,798), 18 months in the case of Dr. Vasconcelles and Mses. Coen and White ($59,099), and 12 months in the case of Ms. Lentini
 
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($39,399)), and (ii) the cost of out-placement services following termination of employment ($40,000 for each NEO).
Appraisal Rights
Under Massachusetts law, a shareholder of a Massachusetts corporation may be entitled to appraisal rights, and payment of the fair value of his, her, or its shares, in the event of a merger, but such rights do not always apply. Fair value for these purposes means the value of the shares immediately before the effective time of the Merger, excluding any element of value arising from the expectation or accomplishment of the Merger unless such exclusion would be inequitable.
Section 13.02(a)(1) of the MBCA provides, among other things, that shareholders are not entitled to appraisal rights in a merger in which shareholders already holding marketable securities receive cash in the merger, and no director, officer or controlling shareholder has a direct or indirect material financial interest in the merger other than in his capacity as (i) a shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation or of any affiliate of the surviving corporation if her or his financial interest is pursuant to bona fide arrangements with either corporation or any such affiliate, or (iii) in any other capacity so long as the shareholder owns not more than 5% of the voting shares of all classes and series of the corporation in the aggregate. As of the date of this proxy statement, this provision has not been the subject of judicial interpretation and the applicability of the exception ultimately involves complex factual determinations. ImmunoGen reserves the right to contest the availability of appraisal rights and the validity of any purported demand for appraisal in connection with the Merger and to assert the applicability of the foregoing exception. ImmunoGen also reserves the right to raise such additional arguments, if any, that it may have in opposition to appraisal.
Any shareholder who believes that he, she, or it is entitled to appraisal rights and who wishes to preserve his, her, or its appraisal rights should carefully review Part 13 of the MBCA (the “Appraisal Statute”), attached as Annex D to this proxy statement, which sets forth the procedures to be complied with in perfecting any such rights. Failure to strictly comply with the procedures specified in the Appraisal Statute would result in the loss of any appraisal rights to which such shareholder may otherwise be entitled.
Overview of Appraisal Rights
Appraisal rights offer shareholders the ability to demand payment of the fair value of their shares of Company Common Stock and/or Company Preferred Stock in the event they are dissatisfied with the consideration that they are to receive in connection with the Merger. Shareholders who perfect any appraisal rights that they may have and follow certain procedures in the manner prescribed by the Appraisal Statute may be entitled to have their shares converted into the right to receive from ImmunoGen such cash consideration as may be determined to be due pursuant to the Appraisal Statute.
Only a holder of record of shares of Company Common Stock and/or Company Preferred Stock (or a beneficial holder of such shares acting with the written consent of the holder of record) may exercise appraisal rights, and if a holder exercises appraisal rights, he, she, or it must exercise such rights with respect to all shares of Company Common Stock and/or Company Preferred Stock owned by such holder. The following discussion is not a complete statement of the law pertaining to appraisal rights under the Appraisal Statute and is qualified in its entirety by the full text of the Appraisal Statute, which is attached to this proxy statement as Annex D. Please read the Appraisal Statute carefully, because exercising appraisal rights involves several procedural steps, and failure to follow appraisal procedures could result in the loss of such rights. Shareholders should consult with their advisors, including legal counsel, in connection with any demand for appraisal.
Shareholders who perfect their rights to appraisal in accordance with the Appraisal Statute and do not thereafter withdraw their demands for appraisal or otherwise lose their appraisal rights, in each case in accordance with the Appraisal Statute, will be entitled to appraisal rights and to obtain payment of the fair value of their shares of Company Common Stock and/or Company Preferred Stock, together with interest. Shareholders should be aware that the fair value of their shares of Company Common Stock and/or Company Preferred Stock as determined pursuant to the Appraisal Statute could be more than, the same as or less than the Merger Consideration.
 
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Notice of Shareholder Intent to Demand Payment
A shareholder who wishes to assert appraisal rights must deliver written notice of such shareholder’s intent to demand payment to ImmunoGen’s principal offices at the following address and must not vote, or cause or permit to be voted, his, her or its shares for the Merger Agreement:
ImmunoGen, Inc.
830 Winter Street
Waltham, MA 02451
If ImmunoGen does not receive a shareholder’s written notice of intent to demand payment prior to the vote at the Special Meeting or if such shareholder votes, or causes or permits to be voted, his, her or its shares of Company Common Stock in favor of approval of the Merger Agreement, such shareholder will not be entitled to appraisal rights under the provisions of the MBCA and will instead only be entitled to receive the Merger Consideration. The submission of a proxy card voting “against” or “abstaining” on the Merger proposal will not constitute sufficient notice of a shareholder’s intent to demand payment to satisfy Part 13 of the MBCA. A shareholder’s written notice is effective on the earliest of (i) receipt by ImmunoGen, (ii) five (5) days after it was deposited in the United States mail (postpaid and correctly addressed) to ImmunoGen, or (iii) the date shown on a return receipt, if sent by registered or certified mail, return receipt requested or, if sent by messenger or delivery service, the date shown on the return receipt signed by or on behalf of ImmunoGen.
Appraisal Notice and Form
If the Merger is completed, within ten (10) days after the effective date of the Merger, ImmunoGen must deliver a written appraisal notice (the “Appraisal Notice”) and a form containing certain information (the “Shareholder Certification Form”) to all shareholders who have properly provided notice of intent to demand payment and did not vote, or cause or permit to be voted, his, her or its shares for the Merger Agreement. The Appraisal Notice must be accompanied by a copy of the Appraisal Statute and the Shareholder Certification Form, which will specify the date of the first announcement to shareholders of the principal terms of the Merger (i.e., November 30, 2023) (the “Merger Announcement Date”). The Appraisal Notice must state:

where the Shareholder Certification Form must be returned, where certificates for certificated shares must be deposited and the date by which such certificates must be deposited (the “Certificate Deposit Deadline”);

the date by which the Shareholder Certification Form must be received by ImmunoGen (the “Shareholder Certification Form Deadline”), which may not be fewer than forty (40) nor more than sixty (60) days after the date the Appraisal Notice and Shareholder Certification Form are sent, and that the shareholder shall have waived the right to demand appraisal with respect to such shares unless the Shareholder Certification Form is received by ImmunoGen by such specified date;

ImmunoGen’s estimate of the “fair value” of the shares of Company Common Stock and/or Company Preferred Stock, as determined in accordance with the Appraisal Statute;

that, if requested in writing, ImmunoGen will provide within ten (10) days after the Shareholder Certification Form Deadline the number of shareholders who have returned the Shareholder Certification Forms by the Shareholder Certification Form Deadline and the total number of shares owned by such shareholders; and

the date by which the shareholder may withdraw his, her or its notice of intent to demand payment, which date must be within twenty (20) days after the Shareholder Certification Form Deadline (the “Withdrawal Deadline”).
Perfection of Rights; Right to Withdraw
The Shareholder Certification Form requires that a shareholder intending to demand appraisal rights certify: (i) whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before the Merger Announcement Date, and (ii) that the shareholder did not vote for the Merger
 
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Agreement. If the shareholder does not return the completed form by the Shareholder Certification Form Deadline, he, she, or it will be deemed to have accepted payment of the Merger Consideration in full satisfaction of ImmunoGen’s obligations under the Appraisal Statute. A shareholder who wishes to exercise appraisal rights must certify on the Shareholder Certification Form whether the beneficial owner of the shares acquired beneficial ownership before the Merger Announcement Date. If a shareholder fails to make this certification, ImmunoGen may elect to treat the shareholder’s shares as After-Acquired Shares (as defined and discussed below). In addition, a shareholder who wishes to exercise appraisal rights must execute and return the Shareholder Certification Form and, in the case of certificated shares, deposit the certificates in accordance with the terms of the Appraisal Notice. Once a shareholder deposits his, her or its certificates or, in the case of uncertificated shares, returns the executed Shareholder Certification Form, the shareholder loses all rights as a shareholder unless the shareholder withdraws from the appraisal process by notifying ImmunoGen in writing by the Withdrawal Deadline. A shareholder who does not withdraw from the appraisal process by the Withdrawal Deadline may not later withdraw without ImmunoGen’s written consent. A shareholder who does not execute and return the Shareholder Certification Form and deposit the share certificates by the Shareholder Certification Form Deadline or the Certificate Deposit Deadline, respectively, is not entitled to payment under the Appraisal Statute.
Assertion of Rights by Nominees and Beneficial Owners
A record shareholder may assert appraisal rights as to fewer than all the shares registered in his, her or its name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of Company Common Stock and/or Company Preferred Stock owned by the beneficial shareholder and notifies ImmunoGen in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders. A beneficial shareholder may assert appraisal rights as to shares of Company Common Stock and/or Company Preferred Stock held on behalf of the shareholder only if the shareholder submits to ImmunoGen the record shareholder’s written consent to the assertion of such rights with respect to all shares of Company Common Stock and/or Company Preferred Stock that are beneficially owned by the beneficial shareholder no later than the Shareholder Certification Form Deadline.
Payment for Shares Acquired Before Merger Announcement Date
Except with respect to After-Acquired Shares, within thirty (30) days after the Shareholder Certification Form Deadline, ImmunoGen must pay in cash to those shareholders who complied with the procedural requirements for perfecting their appraisal rights the amount ImmunoGen estimates to be the fair value of their shares, plus interest. The fair value of the shares is the value of the shares immediately before the effective time of the Merger, excluding any element of value arising from the expectation or accomplishment of the Merger, unless exclusion would be inequitable. Interest accrues from the effective time of the Merger until the date of payment, at the average rate currently paid by ImmunoGen on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
The foregoing payment to each shareholder must be accompanied by (i) recent financial statements of ImmunoGen, (ii) a statement of ImmunoGen’s estimate of the fair value of the shares, which estimate must equal or exceed ImmunoGen’s estimate given in the Appraisal Notice, and (iii) a statement that shareholders who complied with the procedural requirements for perfecting their appraisal rights have the right to demand further payment and that, if the shareholder does not do so within the applicable time period, such shareholder will be deemed to have accepted the payment in full satisfaction of ImmunoGen’s obligations under the Appraisal Statute.
A shareholder who has been paid for his, her or its shares of Company Common Stock and/or Company Preferred Stock and is dissatisfied with the amount of the payment must notify ImmunoGen in writing of his, her or its estimate of the fair value of the shares and demand payment of that estimate plus interest, less the payment already made. A shareholder who fails to notify ImmunoGen in writing of his, her or its demand to be paid such shareholder’s stated estimate of the fair value plus interest within thirty (30)
 
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days after receiving ImmunoGen’s payment waives the right to demand payment and will be entitled only to the payment made by ImmunoGen based on ImmunoGen’s estimate of the fair value of the shares.
Offer to Pay for After-Acquired Shares
ImmunoGen may withhold payment from any shareholder who did not certify that beneficial ownership of all of such shareholder’s shares for which appraisal rights are asserted was acquired before the Merger Announcement Date (the “After-Acquired Shares”). If ImmunoGen elects to withhold payment, within thirty (30) days after the Shareholder Certification Form Deadline, it must provide such shareholders notice of certain information, including recent financial statements of ImmunoGen, ImmunoGen’s estimate of fair value and such shareholders’ right to accept ImmunoGen’s estimate of fair value, plus interest, in full satisfaction of their demands or to demand appraisal. Those shareholders who wish to accept ImmunoGen’s offer must notify ImmunoGen of their acceptance within thirty (30) days after receiving the offer. Within ten (10) days after receiving a shareholder’s acceptance, ImmunoGen must pay in cash the amount it offered in full satisfaction of the accepting shareholder’s demand.
A shareholder offered payment who is dissatisfied with that offer must reject the offer and demand payment of his, her or its stated estimate of the fair value of the shares plus interest. A shareholder who fails to notify ImmunoGen in writing of his, her or its demand to be paid his, her or its stated estimate of the fair value plus interest within thirty (30) days after receiving ImmunoGen’s offer of payment waives the right to demand payment and will be entitled only to the payment offered by ImmunoGen based on ImmunoGen’s estimate of the fair value of the shares.
Those shareholders who do not reject ImmunoGen’s offer in a timely manner, or who otherwise do not satisfy the requirement outlined above for demanding appraisal, will be deemed to have accepted ImmunoGen’s offer, and ImmunoGen must pay to them in cash the amount it offered to pay within forty (40) days after sending the payment offer.
Procedures if Shareholder is Dissatisfied with Payment or Offer
If a shareholder makes a demand for payment which remains unsettled, ImmunoGen must commence an equitable proceeding in Middlesex County Superior Court, Commonwealth of Massachusetts, within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If ImmunoGen does not commence the proceeding within the sixty (60)-day period, it must pay in cash to each shareholder the amount the shareholder demanded plus interest. ImmunoGen must make all shareholders whose demands remain unsettled parties to the proceeding as an action against their shares, and all parties must be served with a copy of the petition. Each shareholder made a party to the proceeding is entitled to judgment: (i) for the amount, if any, by which the court finds the fair value of the shareholder’s shares, plus interest, exceeds the amount paid by ImmunoGen to the shareholder for such shares or (ii) for the fair value, plus interest, of the shareholder’s shares for which ImmunoGen elected to withhold payment.
The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it, and the shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings.
Court Costs and Counsel Fees
The court in an appraisal proceeding will determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court will assess any costs against ImmunoGen, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by the Appraisal Statute.
The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (i) against ImmunoGen and in favor of any or
 
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all shareholders demanding appraisal if the court finds ImmunoGen did not substantially comply with its requirements under the Appraisal Statute; or (ii) against either ImmunoGen or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by the Appraisal Statute.
If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against ImmunoGen, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited. To the extent ImmunoGen fails to make a required payment pursuant to the Appraisal Statute, the shareholder may sue directly for the amount owed and, to the extent successful, will be entitled to recover from ImmunoGen all costs and expenses of the suit, including counsel fees.
Certain Material U.S. Federal Income Tax Consequences of the Merger
The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined in this proxy statement) of shares of Company Common Stock and/or Company Preferred Stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is limited to ImmunoGen Shareholders who hold their shares of Company Common Stock and/or Company Preferred Stock as “capital assets” within the meaning of Section 1221 of the United States Internal Revenue Code of 1986, as amended (generally, property held for investment purposes). This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings, and other published positions of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS regarding any matter discussed below.
This discussion is for general information purposes only and does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, or to ImmunoGen Shareholders subject to special rules under U.S. federal income tax laws, including, for example, but not limited to:

banks and other financial institutions;

mutual funds;

insurance companies;

brokers or dealers in securities, currencies, or commodities;

dealers or traders in securities subject to a mark-to-market method of accounting with respect to shares of Company Common Stock and/or Company Preferred Stock;

regulated investment companies and real estate investment trusts;

retirement plans, individual retirement, and other tax-deferred accounts;

tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;

holders that are holding shares of Company Common Stock and/or Company Preferred Stock as part of a “straddle,” hedge, constructive sale, or other integrated transaction or conversion transaction or similar transactions;

U.S. Holders (as defined in this proxy statement) whose functional currency is not the U.S. dollar;

partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S corporations,” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities);
 
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expatriated entities subject to Section 7874 of the Code;

holders that are required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement”;

persons subject to the alternative minimum tax;

U.S. expatriates and former citizens or long-term residents of the United States;

except as noted below, holders that own or have owned (directly, indirectly, or constructively) five percent or more of Company Common Stock and/or Company Preferred Stock (by vote or value);

grantor trusts;

controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax;

holders that received their shares of Company Common Stock in a compensatory transaction, through a tax qualified retirement plan or pursuant to the exercise of options or warrants;

holders that own a direct or indirect equity interest in AbbVie following the Merger;

holders that hold their shares of Company Common Stock and/or Company Preferred Stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States; and

holders that do not vote in favor of the Merger and that properly demand appraisal of their shares of Company Common Stock under Part 13 of the MBCA.
This discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift, or other non-income tax considerations) or any state, local or foreign income or non-income tax considerations. In addition, this discussion does not address any considerations arising under the Medicare contribution tax.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock and/or Company Preferred Stock, the U.S. federal income tax consequences of the Merger to a partner in such partnership is generally expected to depend upon the status of the partner, the activities of the partner and the partnership, and certain determinations made at the partner level. Partnerships holding shares of Company Common Stock and/or Company Preferred Stock, and partners therein are urged to consult their tax advisors regarding the consequences to them of the Merger.
THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR IMMUNOGEN SHAREHOLDER WILL DEPEND ON THE SHAREHOLDER’S PARTICULAR TAX CIRCUMSTANCES. WE URGE YOU TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.
U.S. Holders
This section applies to “U.S. Holders.” For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Company Common Stock and/or Company Preferred Stock that is for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
 
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a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one (1) or more “United States persons” ​(within the meaning of the Code) have the authority to control all substantial decisions of the trust or (ii) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.
The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock and/or Company Preferred Stock pursuant to the Merger is expected to be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder is expected to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Company Common Stock and/or Company Preferred Stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally equals the amount that such U.S. Holder paid for the shares of Company Common Stock and/or Company Preferred Stock. A U.S. Holder’s gain or loss on the disposition of shares of Company Common Stock and/or Company Preferred Stock generally will be characterized as capital gain or loss. Any such gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period, as determined for U.S. federal income tax purposes, in such shares is more than one (1) year at the time of the completion of the Merger. Under current law, a preferential tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. U.S. Holders who hold different blocks of Company Common Stock and/or Company Preferred Stock (shares of Company Common Stock and/or Company Preferred Stock purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.
Non-U.S. Holders
This section applies to “Non-U.S. Holders.” For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of Company Common Stock and/or Company Preferred Stock that is neither a U.S. Holder nor an entity or arrangement classified as a partnership for U.S. federal income tax purposes.
Subject to the discussion of backup withholding below, a Non-U.S. Holder generally is not expected to be subject to U.S. federal income or withholding tax in respect of gain recognized in connection with the Merger, unless:

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States), in which case such gain is generally expected to be subject to U.S. federal income tax at rates generally applicable to U.S. persons, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty);

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition of shares of Company Common Stock and/or Company Preferred Stock pursuant to the Merger, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty), which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder, provided such Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses; or

shares of Company Common Stock or Company Preferred Stock constitute a United States real property interest (a “USRPI”) by reason of ImmunoGen’s status as a “United States real property holding corporation” for U.S. federal income tax purposes (“USRPHC”) at any time during the shorter of the five-year period preceding the effective date of the Merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of Company Common Stock or Company Preferred Stock (the “Relevant Period”) and (A) shares of Company Common Stock or Company Preferred Stock are not regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code) or (B) shares of Company Common Stock or Company Preferred Stock are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code) and such Non-U.S. Holder owns (directly, indirectly or constructively) more than 5% of the shares of Company Common Stock or Company Preferred Stock at any time during the Relevant
 
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Period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons. Generally, a corporation is a USRPHC if the fair market value of its USRPIs equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurances in this regard, we believe that we are not, and have not been, a USRPHC at any time during the five-year period preceding the Merger. Non-U.S. Holders are encouraged to consult their tax advisors regarding the possible consequences to them if we are a USRPHC.
Information Reporting and Backup Withholding
Generally, information reporting requirements may apply in connection with payments made to U.S. Holders and Non-U.S. Holders in connection with the Merger.
Backup withholding of tax (currently, at a rate of 24%) is generally expected to apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules. Backup withholding of tax may also apply to the proceeds received by a Non-U.S. Holder pursuant to the Merger, unless the Non-U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), attesting to such Non-U.S. Holder’s status as a non-U.S. person and otherwise complies with applicable certification requirements.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder or Non-U.S. Holder generally will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
THE DISCUSSION ABOVE IS BASED ON CURRENT LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION AND HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
Regulatory Approvals Required for the Merger
General
Pursuant to the Merger Agreement, each of the parties has agreed to use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate the Merger and the other transactions contemplated by the Merger Agreement as promptly as possible, and, in any event, by or before the Outside Date (as defined in the Merger Agreement), including that the parties have agreed to, and to cause each of their respective subsidiaries to, use its reasonable best efforts to take any and all actions necessary to obtain any consents, clearances, or approvals required under or in connection with Antitrust Laws to enable all waiting periods under the HSR Act and other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any governmental body to cause the Merger to occur as promptly as possible and, in any event, by or before the Outside Date subject to certain limitations as outlined in the section of this proxy statement captioned “Proposal 1: Approval of the Merger Agreement —  Reasonable Best Efforts to Consummate the Merger; Regulatory Filings.”
 
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HSR Act and Antitrust Matters
Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until ImmunoGen and AbbVie each files a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a thirty (30)-calendar-day waiting period following the parties’ filings of their respective HSR Act Notification and Report Forms. If the FTC or DOJ issues a request for additional information and documents (which we refer to as the “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second thirty (30)-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier, the parties agree to extend any applicable waiting period, or the parties otherwise agree to delay Closing.
At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under Antitrust Laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under Antitrust Laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.
Foreign Approvals
Additionally, the Merger is also subject to the filing or submission of, or obtaining of, certain necessary notices, clearances, approvals, waivers, or consents by the antitrust regulatory authorities in other jurisdictions, where required, including the German Act against Restraints of Competition (Germany). The Merger cannot be completed until ImmunoGen and AbbVie obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions. ImmunoGen and AbbVie, in consultation and cooperation with each other, made or will make antitrust filings with the authorities of such jurisdictions.
Litigation Relating to the Merger
The Company has received certain demand letters (the “Demand Letters”) from purported shareholders of the Company alleging disclosure deficiencies in the preliminary proxy statement filed by the Company on December 21, 2023. The Demand Letters demand that the Company and the Company Board promptly issue corrective or supplemental disclosures. Additional demand letters may be received in the future and lawsuits arising out of the Demand Letters or otherwise related to the Merger may be filed in the future.
 
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PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT
The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.
The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by the Company, AbbVie, Intermediate Sub and Purchaser in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure letter delivered to AbbVie and Purchaser pursuant to the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, AbbVie Intermediate Sub and Purchaser rather than to establish matters as facts and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. The ImmunoGen Shareholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, AbbVie Intermediate Sub and Purchaser or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, AbbVie Intermediate Sub and Purchaser, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter delivered to AbbVie and Purchaser pursuant to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, AbbVie, Intermediate Sub and Purchaser or their respective businesses. Accordingly, the representations, warranties, covenants, and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding the Company and its business.
Merger Agreement
On November 30, 2023, the Company entered into the Merger Agreement, by and among the Company, AbbVie, Intermediate Sub and Purchaser, pursuant to which Purchaser will merge with and into the Company, with the Company surviving the Merger.
Principal Terms of the Merger
Effect of the Merger
The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the MBCA, at the Effective Time, Purchaser will be merged with and into the Company, whereupon the separate corporate existence of Purchaser will thereupon cease, and the Company will continue as the Surviving Corporation. As a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Intermediate Sub and the Company Common Stock will no longer be publicly traded. In addition, the Company Common Stock will be delisted from Nasdaq and de-registered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and ImmunoGen will no longer file periodic reports with the SEC on account of the Company Common Stock. The Merger will be governed by the MBCA. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.
 
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Closing and Effective Time
Subject to the provisions of the Merger Agreement, the Closing will take place on the third (3rd) business day after the satisfaction or waiver of the conditions to the Closing (or on such other date as AbbVie and the Company may mutually agree). On the closing date of the Merger (the “Closing Date”), the parties will file articles of merger with the Secretary of the Commonwealth of Massachusetts in accordance with the MBCA. The Merger will become effective upon the filing of the articles of merger, or at such later time as Purchaser and the Company may agree and specify in the articles of merger.
Articles of Organization; Bylaws; Directors and Officers
At the Effective Time, the articles of organization and the bylaws of the Company will be amended and restated in their entirety to conform to the forms previously agreed to by the parties and, as so amended, will be the articles of organization and bylaws of the Surviving Corporation until thereafter amended in accordance with the articles of organization of the Surviving Corporation and as provided by applicable law.
At the Effective Time, the directors of Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Purchaser immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case, until the earlier of his or her death, resignation or removal, or until his or her successor is duly elected and qualified.
Conditions to the Closing of the Merger
The obligations of the Company, AbbVie, Intermediate Sub and Purchaser to complete the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions