SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 3, 2010
Emergent BioSolutions Inc.
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (301) 795-1800
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On September 8, 2010, Emergent BioSolutions Inc. (Emergent) announced that the U.S. Department of Justice and Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the planned merger (the Merger) among Emergent, Trubion Pharmaceuticals, Inc. (Trubion) and certain of Emergents direct and indirect wholly-owned subsidiaries. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference.
Additional Information and Where to Find It
This communication is being made in connection with the Merger among Emergent, Trubion and certain of Emergents direct and indirect wholly-owned subsidiaries. Emergent intends to file with the SEC a registration statement on Form S-4, which will contain a prospectus relating to the securities Emergent intends to issue in the proposed Merger. Trubion intends to file a preliminary proxy statement in connection with the proposed Merger and to mail a definitive proxy statement and other relevant documents to Trubions stockholders. Stockholders of Emergent and Trubion and other interested persons are advised to read, when available, the registration statement and Trubions preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with Trubions solicitation of proxies for the special meeting to be held to approve the Merger because these documents will contain important information about Trubion, Emergent and the proposed Merger. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain a copy of the documents filed with the SEC, without charge, once available, at the SECs website at http://www.sec.gov or by directing a request to: Emergent BioSolutions Inc., Attn: Investor Relations, 2273 Research Boulevard, Suite 400, Rockville, Maryland 20850, or Trubion Pharmaceuticals, Inc., Attention: Investor Relations, 2401 4th Avenue, Suite 1050, Seattle, Washington, 98121.
Participants in Solicitation
Emergent, Trubion and their respective directors and officers may be deemed participants in the solicitation of proxies from Trubions stockholders. Information regarding Emergents directors and officers is available in Emergents proxy statement for its 2010 annual meeting of stockholders and its 2009 annual report on Form 10-K, which were filed with the SEC and are available at the SECs website at http://www.sec.gov. Information regarding Trubions directors and officers is available in Trubions proxy statement for its 2010 annual meeting of stockholders and its 2009 annual report on Form 10-K, which were filed with the SEC and are available at the SECs website at http://www.sec.gov. Information regarding Trubions directors and officers will also be contained in Trubions proxy statement in connection with the Merger when it becomes available. Emergents and Trubions stockholders may obtain additional information about the interests of Trubions directors and officers in the Merger by reading Trubions proxy statement when it becomes available.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDEX TO EXHIBITS