availability to Acer of a feature that would, under certain circumstances, allow Acer to terminate the Merger Agreement in order to pursue a superior opportunity, and (F) the potential
payment by Acer in certain instance of the Termination Fee. Representatives from William Blair then delivered to the Acer Board the opinion of William Blair, orally, as to the fairness, from a financial point of view, to the Acer Stockholders, of
the Merger Consideration to be paid to the Acer Stockholders pursuant to the terms and subject to the conditions set forth in the Merger Agreement, as of August 28, 2023 (i.e., the date of the meeting of the Acer Board), which opinion was based
on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by William Blair, and following the meeting, subsequently confirmed in its written opinion delivered
on and as of August 28, 2023, to such effect as more fully described under the heading The MergerOpinion of Acers Financial Advisor, beginning on page 94 in this proxy statement/prospectus. As part of the meeting,
the Acer Board determined that the terms of the Merger Agreement and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of Acer and its stockholders, approved and declared advisable the Merger Agreement
and the transactions contemplated by the Merger Agreement, including the Merger, directed that the Merger Agreement be submitted to Acers Stockholders for adoption, and recommended that Acers Stockholders vote in favor of the adoption of
the Merger Agreement.
In the morning of August 30, 2023, the Zevra Board met by videoconference and determined by unanimous vote
that the Merger Agreement and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Zevra and its stockholders, and approved the Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Merger.
Following the approval of the Merger and the Merger Agreement by the Zevra Board, Acer and Zevra
finalized and executed the Bridge Loan Facility and Merger Agreement on August 30, 2023.
On August 30, 2023, representing a
condition to the execution of the Merger Agreement with Zevra (including the upfront payment described below that was immediately funded by Zevra in connection with the Bridge Loan Facility), Acer announced that it had entered into the following
arrangements with Relief (i.e., the OLPRUVA Rights Restructuring), subject to a cap of $56.5 million with respect to payments to Relief under clauses (ii), (iii) and (iv): (i) termination of the Collaboration and License Agreement, dated
March 19, 2021, by and between Acer and Relief; (ii) immediate payment of an upfront fee to Relief of $10.0 million, with an additional payment to Relief of $1.5 million due on the first-year anniversary of the $10.0 million
payment; (iii) payment to Relief of a 10% royalty on net sales of OLPRUVA worldwide, excluding the European Union, Liechtenstein, San Marino, Vatican City, Norway, Iceland, Principality
of Monaco, Andorra, Gibraltar, Switzerland, United Kingdom, Albania, Bosnia, Kosovo, Montenegro, Serbia and North Macedonia (Geographical Europe); (iv) payment to Relief of 20% of any value received by Acer from certain third parties
relating to OLPRUVA licensing or divestment rights; and (v) an Exclusive License Agreement (the Exclusive License Agreement), dated August 28, 2023, by and between
Relief and Acer, pursuant to which Relief will hold exclusive development and commercialization rights for OLPRUVA in Geographical Europe, with Acer having the right to receive a royalty of
up to 10% of the net sales of OLPRUVA in Geographical Europe.
August 30, 2023, representing a condition to the execution of the Merger Agreement, Zevra finalized and executed the Loan and Note Purchase Agreements with Nantahala (as described under Other Agreement Related to the Merger
AgreementLoan and Note Purchase Agreements below) and purchased from Nantahala the SWK Loans and the Marathon Convertible Notes. On August 31, 2023, Zevra and Acer issued a joint press release announcing the execution of the
Merger Agreement and the proposed Merger and the transactions related thereto.
Acers Reasons for the Merger
During the course of its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, Acers Board held meetings,
consulted frequently with Acers senior management, consulted with