Item 8.01. Other Events.
As previously disclosed, on January 7, 2024, Harpoon Therapeutics, Inc., a Delaware corporation (Harpoon), entered into an Agreement and Plan
of Merger (the Merger Agreement) with Merck Sharp & Dohme LLC, a New Jersey limited liability company (Merck), and Hawaii Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Merck (Merger
Sub), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into Harpoon (the Merger), with Harpoon surviving the Merger as a wholly-owned subsidiary of Merck.
The completion of the Merger is conditioned upon, among other things, the expiration or termination of the required waiting period applicable to the
consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Waiting Period). The HSR Waiting Period expired at 11:59 p.m., Eastern Time, on
February 21, 2024.
The completion of the Merger remains subject to the satisfaction of other customary closing conditions specified in the Merger
Agreement, including the adoption of the Merger Agreement by Harpoons stockholders. As previously disclosed, the special stockholder meeting to consider adoption of the Merger Agreement has been scheduled to be held virtually on March 8,
2024 at 8:30 a.m. Pacific Time.
Additional Information and Where to Find it
In connection with the proposed transaction between Harpoon and Merck, Harpoon has filed with the Securities and Exchange Commission (the
SEC) a proxy statement on Schedule 14A (the Proxy Statement) relating to a special meeting of its stockholders. Additionally, Harpoon may file other relevant materials with the SEC in connection with the proposed transaction.
Investors and securityholders of Harpoon are urged to read the Proxy Statement and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by
reference therein, carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and related matters. The Proxy Statement has been mailed or otherwise made
available to Harpoons securityholders. Investors and securityholders are able to obtain a copy of the Proxy Statement as well as other filings containing information about the proposed transaction that are filed by Harpoon or Merck with the
SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of Harpoons website at ir.harpoontx.com/investors, by contacting Harpoons investor relations department at investors@harpoontx.com, or on Mercks website at
www.merck.com.
Participants in the Solicitation
Harpoon, Merck and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of
Harpoon in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information about Harpoons directors and executive officers, including a description of their interests, by security holdings or
otherwise, in the proposed transaction are included in the Proxy Statement. Information about Merck and its directors and executive officers can be found in Mercks proxy statement filed on April 3, 2023 and Mercks other filings with
the SEC available at the SECs Internet site (www.sec.gov), including any statements of beneficial ownership on Form 3 or Form 4 filed with the SEC after such proxy statement. Harpoon stockholders may obtain additional information regarding the
participants in the solicitation of proxies in connection with the proposed transaction by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed transaction. You may obtain
free copies of these document using the sources indicated above.
Forward-Looking Statements
Any statements in this current report about Harpoons future expectations, plans and prospects, as well as any other statements regarding matters that are
not historical facts, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties and actual results may differ materially
from those expressed or implied by such forward-looking