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SC 14D9 Form - Solicitation, recommendation statements - Dova Pharmaceuticals Inc. (0001685071) (Subject)

SC 14D91a2239855zsc14d9.htmSC 14D9

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14D-9
(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Dova Pharmaceuticals, Inc.
(Name of Subject Company)

Dova Pharmaceuticals, Inc.
(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

25985T 10 2
(CUSIP Number of Class of Securities)

Dr. David Zaccardelli
President and Chief Executive Officer
Dova Pharmaceuticals, Inc.
240 Leigh Farm Road, Suite 245
Durham, North Carolina 27707
(919) 748-5975
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Jamie Leigh, Esq.
Darren DeStefano, Esq.
Cooley LLP
101 California Street, 5th Floor
San Francisco, CA 94111
(415) 693-2000

o
Check the box if the filing relates solely to preliminary communications made before thecommencement of a tender offer.


Table of Contents


TABLE OF CONTENTS

 
 Page

Item 1. Subject Company Information

  1

Item 2. Identity and Background of Filing Person

  1

Item 3. Past Contacts, Transactions, Negotiations andAgreements

  2

Item 4. The Solicitation or Recommendation

  11

Item 5. Person/Assets, Retained, Employed, Compensated orUsed

  40

Item 6. Interest in Securities of the Subject Company

  41

Item 7. Purposes of the Transaction and Plans or Proposals

  41

Item 8. Additional Information

  42

Item 9. Exhibits

  49

ANNEX A Opinion of Jefferies LLC

 
A-1

ANNEX B Opinion of Evercore Group L.L.C

  B-1

ANNEX C Section 262 of the DGCL

  C-1


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Item 1.    Subject Company Information.

Name and Address

        The name of the subject company is Dova Pharmaceuticals, Inc., a Delaware corporation("Dova" or the "Company"). Unless the context indicates otherwise, we use the terms "us," "we" and "our"to refer to Dova. The address of Dova's principal executive office is 240 LeighFarm Road, Suite 245, Durham, NC 27707. The telephone number of Dova's principal executive office is (919) 748-5975.

Securities

        The title of the class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this"Schedule 14D-9") relates is Dova's common stock, par value $0.001 per share (each such share, a"Share," and collectively, the "Shares"). As of October 7, 2019, there were (i) 28,841,998Shares issued and outstanding, (ii) 4,761,584 Shares subject to issuance pursuant to outstanding stock options, and (iii) 40,132 Shares issuable upon settlement of outstanding restrictedstock units.

Item 2.    Identity and Background of Filing Person.

Name and Address

        Dova, the subject company, is the person filing this Schedule 14D-9. The name, business address and business telephone number of Dova areset forth in "Item 1. Subject Company Information—Name and Address" above.

Tender Offer

        This Schedule 14D-9 relates to the tender offer (the "Offer") by Dragonfly AcquisitionCorp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Swedish Orphan Biovitrum AB (publ), a Swedish public limitedliability company ("Sobi"), to purchase all of the issued and outstanding Shares at an offer price of (i) $27.50 per Share, net to the sellerthereof in cash, without interest and subject to any withholding taxes (the "Cash Amount"), plus(ii) one non-transferable contingent value right per Share (each, a "CVR," and, together with the Cash Amount or any higher amount per Share paidpursuant to the Offer, the "Offer Price"), which will represent the right to receive $1.50, without interest and subject to any withholding taxes, uponthe achievement of a specified milestone (the "Milestone Payment"), pursuant to the terms of the Contingent Value Rights Agreement in the form attachedas Annex II to the Merger Agreement (the "CVR Agreement"), upon the terms and subject to the conditions set forth in the Offer to Purchase, datedOctober 11, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and in the related Letter of Transmittal (asit may be amended or supplemented from time to time, the "Letter of Transmittal").

        Theconsummation of the Offer is subject to various conditions, including there being validly tendered in accordance with the terms of the Offer and not validly withdrawn, prior to theexpiration of the Offer, a number of Shares that (together with the Shares then owned by Sobi and Purchaser and their affiliates, if any) represents at least one Share more than 50% of the thenoutstanding Shares (the "Minimum Condition"). The Offer is described in a Tender Offer Statement on Schedule TO (as it may be amended orsupplemented from time to time, the "Schedule TO"), filed by Purchaser and Sobi with the Securities and Exchange Commission (the"SEC") on October 11, 2019. The Offer to Purchase and form of Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to thisSchedule 14D-9, respectively, and are incorporated herein by reference.

        TheOffer is being made pursuant to the Agreement and Plan of Merger, dated as of September 30, 2019 (as it may be amended from time to time, the "MergerAgreement"), by and

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amongSobi, Purchaser and Dova. A more complete description of the Merger Agreement can be found in Section 11 of the Offer to Purchase under the caption "The MergerAgreement" and a copy of the Merger Agreement has been filed as Exhibit (e)(1) to this Schedule 14D-9 and each is incorporated herein by reference.

        Followingthe consummation of the Offer, the Merger Agreement provides that, among other things, upon its terms and subject to the satisfaction or (to the extent permitted by applicablelaw) waiver of each of the applicable conditions set forth therein, Purchaser will be merged with and into Dova, with Dova surviving as a wholly owned indirect subsidiary of Sobi (the"Merger"). The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law(the "DGCL"), which permits completion of the Merger without a vote of the holders of Shares upon the acquisition by Purchaser of a majority of theoutstanding Shares. Under the DGCL and the terms of the Merger Agreement Dova and Sobi must consummate the Merger as soon as practicable following the consummation of the Offer. At the effective timeof the Merger (the "Effective Time"), each Share, other than Shares held by stockholders who validly exercise appraisal rights under Section 262of the DGCL or by (i) Dova or any of its subsidiaries or (ii) Sobi or any of itsdirect or indirect wholly owned subsidiaries, will be cancelled and converted into the right to receive the Offer Price.

        Purchasercommenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"))the Offer on October 11, 2019. Subject to the terms and conditions of the Merger Agreement and the Offer, the Offer shall initially be scheduled to expire at one minute following11:59 p.m., Eastern Time, on November 8, 2019. Acceptance for payment of Shares validly tendered and not validly withdrawn pursuant to and subject to the conditions to the Offer (as morefully described in Section 15 "Conditions to the Offer" in the Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule 14D-9) shall occur onNovember 12, 2019, unless Sobi extends the Offer pursuant to the terms of the Merger Agreement.

        Theforegoing summary of the Offer, the Merger, the Merger Agreement (including the form of the CVR Agreement), the Support Agreements (as defined below) and the transactionscontemplated by such agreements (collectively, the "Transactions") is qualified in its entirety by the descriptions contained in the Offer to Purchase,and the terms of the Merger Agreement (including the form of the CVR Agreement) and the Letter of Transmittal. Copies of the Offer to Purchase, the Merger Agreement and the Letter of Transmittal arefiled as Exhibits (a)(1)(A), (e)(1) and (a)(1)(B), respectively, to this Schedule 14D-9 and are incorporated herein by reference.

        ThisSchedule 14D-9 does not constitute a solicitation of proxies for any meeting of Dova's stockholders. Dova is not asking for a proxy and you are requested not to send Dova aproxy. Any solicitation of proxies that Sobi or Dova might make will be made only pursuant to separate proxy solicitation materials complying with the requirements of Section 14(a) of theExchange Act.

        Asset forth in the Schedule TO, Sobi's principal executive offices are located at Tomtebodavägen 23A, SE-112 76, Stockholm, Sweden. The telephone number ofSobi is +46 8 697 20 00.

        Informationrelating to the Offer, including the Offer to Purchase, the Letter of Transmittal and related documents and this Schedule 14D-9, can be found on the SEC's website atwww.sec.gov, or on the investor relations section of Dova's website at www.investors.dova.com.

Item 3.    Past Contacts, Transactions, Negotiations and Agreements.

        Except as described in this Schedule 14D-9, including documents incorporated herein by reference, to the knowledge of Dova, as of thedate of this Schedule 14D-9, there exists nomaterial agreement, arrangement or understanding, nor any actual or potential conflict of interest, between Dova or its

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affiliates,on the one hand, and (i) any of Dova's executive officers, directors or affiliates, or (ii) Sobi, the Purchaser or their respective executive officers, directors oraffiliates, on the other hand.

        Forpurposes of all of the Dova agreements and plans described below, the consummation of the Offer will constitute a "change in control."

        TheDova board of directors (the "Dova Board") was aware of all such contracts, agreements, arrangements or understandings and any actualor potential conflicts of interest and considered them along with other matters described below in "Item 4. The Solicitation or Recommendation—Dova's Reasonsfor the Offer and the Merger."

Arrangements between Dova and Sobi

Merger Agreement

        The summary of the material terms of the Merger Agreement contained in Section 11 of the Offer to Purchase under the caption"The Merger Agreement" is incorporated herein by reference. We encourage all of Dova's stockholders to read the Merger Agreement carefully and in itsentirety because it contains important information. The legal rights and obligations of Dova, Sobi and Purchaser are governed by the specific language of the Merger Agreement and not by the summarycontained in Section 11 of the Offer to Purchase under the caption "The Merger Agreement." The Merger Agreement contains representations andwarranties made by Dova to Sobi and Purchaser and representations and warranties made by Sobi and Purchaser to Dova. Neither the inclusion of the Merger Agreement nor the summary of the MergerAgreement is intended to modify or supplementany factual disclosures about Dova, Sobi or Purchaser in Dova's public reports filed with the SEC. In particular, the assertions embodied in these representations and warranties are qualified by aconfidential disclosure letter made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject tostandards of materiality applicable to the contracting parties that differ from those applicable to investors. The confidential disclosure letter contains information that modifies, qualifies andcreates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state ofaffairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. Dova's stockholders are not third-party beneficiaries of the Merger Agreement,except with respect to their right to receive the Offer Price following the time Purchaser accepts for payment Shares tendered and not validly withdrawn pursuant to the Offer (the"Offer Acceptance Time") or to receive the Merger Consideration at and after the Effective Time, and should not rely on the representations, warrantiesand covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Dova, Sobi or Purchaser or any of their respective subsidiaries or affiliates. Informationconcerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Schedule 14D-9, may have changed since the date ofthe Merger Agreement, which subsequent information may or may not be fully reflected in Dova's or Sobi's public disclosure.

        Thesummary of the material terms of the Merger Agreement contained in Section 11 of the Offer to Purchase and the descriptions of the conditions to the Offer contained in theOffer to Purchase and incorporated herein by reference do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement. The Merger Agreement isincluded as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated herein by reference.

CVR Agreement

        Pursuant to the Merger Agreement, at or prior to the Offer Acceptance Time, Sobi and a rights agent will enter into the CVR Agreement governingthe terms of the CVRs to be issued as part of the Offer

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Price.The summary of the material provisions of the CVR Agreement contained in Section 11 of the Offer to Purchase is incorporated herein by reference. The foregoing summary of the materialterms of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the CVR Agreement, a copy of which is included asAnnex II to the Merger Agreement filed as Exhibit (e)(1) to this Schedule 14D-9 and incorporated herein by reference.

Tender and Support Agreements

        Concurrently with the execution and delivery of the Merger Agreement, Sobi and Purchaser entered into (i) a Tender and Support Agreement(the "Manning Support Agreement"), dated as of September 30, 2019 with Paul B. Manning, BKB Growth Investments, LLC and Paul B. Manningand Diane L. Manning, as joint tenants, with right of survivorship (collectively, the "Manning Stockholders") and (ii) a Tender and SupportAgreement (the "Stalfort Support Agreement", and, together with the Manning Support Agreement, the "SupportAgreements"), dated as of September 30, 2019 with Sean Stalfort (each of Sean Stalfort and the Manning Stockholders, a "SupportingStockholder" and, collectively, the "Supporting Stockholders"), pursuant to which each Supporting Stockholder agreed, amongother things, to tender his, her or its Shares into the Offer and, if necessary and subject to the terms of the Support Agreement, vote his, her or its Shares (i) in favor of any matternecessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon by Dova's stockholders, (ii) against any alternative acquisition proposal,(iii) against the adoption of any definitive agreement in respect of an alternative acquisition proposal and (iv) against any other action that would in any manner (a) change thevoting rights of any class of capital stock of Dova or (b) otherwise reasonably be expected to prevent, materially interfere with or materially impede the Offer or the Merger.

        TheSupporting Stockholders are generally prohibited from transferring their Shares (subject to certain exceptions), and over a majority of Dova's outstanding Shares are covered by theSupport Agreements. However, in the event the board of directors of Dova makes an adverse change recommendation in compliance with the terms of the Merger Agreement, the number of Shares that wouldcontinue to be covered by the Support Agreements would be decreased to 30% of the outstanding Shares.

        Asof October 7, 2019, approximately 53% of the outstanding Shares are subject to the Support Agreements.

        Theforegoing summary of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Support Agreement, filed asExhibit (e)(4) and Exhibit (e)(5) to this Schedule 14D-9 and incorporated herein by reference.

Confidentiality Agreements

        On January 15, 2018, Dova entered into a mutual commercial confidentiality agreement with Sobi to facilitate discussions regarding apotential license of assets (the "Mutual NDA"). The terms of the Mutual NDA were superseded by the terms of the Confidentiality Agreement describedbelow.

        OnAugust 19, 2019, Dova and Sobi entered into a confidentiality agreement (the "Confidentiality Agreement"), pursuant to which,among other things, Sobi agreed, subject to certain exceptions, to keep confidential certain non-public information disclosed to it or its representatives by Dova for a period of two years. Sobi alsoagreed to abide by a twelve-month standstill provision, which included certain "fallaway" provisions permitting, among other matters, (i) Sobi to confidentially make proposals to the ChiefExecutive Officer of Dova, the Chairman of the Dova Board or the Dova Board during the standstill period, and (ii) the release of such standstill provisions upon the entry by Dova into adefinitive agreement in respect of a strategic combination. The foregoing summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to thefull text of the Confidentiality Agreement, filed as Exhibit (e)(3) to this Schedule 14D-9 and incorporated herein by reference.

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Arrangements between Sobi, the Purchaser and the Current Executive Officers, Directors and Affiliatesof Dova

        Dova's directors and executive officers may have interests in the Offer, the Merger and the other Transactions that are different from, or inaddition to, the interests of Dova's stockholders generally. These interests may include, among others, agreements that certain officers have entered into with Dova that provide for the accelerationof stock options and restricted stock units upon a change of control of Dova in the event the officer experiences a qualifying termination of employment within a specified period following a change ofcontrol of Dova, payments of severance benefits under Dova's change in control severance agreements with executive officers, and certain indemnification obligations. These interests may createpotential conflicts of interest. The Dova Board was aware of these interests and considered them, among other matters, in recommending the Offerand approving the Merger Agreement and the Transactions, as more fully discussed below in "Item 4. The Solicitation or Recommendation—Dova's Reasons for theOffer and the Merger."

Effect of the Offer and the Merger on Dova Common Stock and Equity Awards

Consideration for Dova Common Stock in the Merger

        If the Company's executive officers and directors who own Shares tender their Shares for purchase pursuant to the Offer, they will receive thesame consideration on the same terms and conditions as the other stockholders of the Company. If such executive officers and directors do not tender their Shares for purchase pursuant to the Offer,but the conditions of the Offer are otherwise satisfied or waived in accordance with the terms of the Merger Agreement and the Merger is consummated, such executive officers and directors will alsoreceive the same consideration on the same terms and conditions as the other stockholders of the Company.

        Thefollowing table sets forth the number of Shares beneficially owned as of October 7, 2019 by each of our executive officers and directors, excluding Shares issuable uponexercise of stock options and vesting of restricted stock units, and the aggregate consideration that would be payable for such Shares pursuant to the Offer based on the Offer Price.

Name of Executive Officer or Director
 Number of
Shares
Beneficially
Owned(1)
 Implied Cash
Consideration
for Shares
 Implied CVRs
for Shares
 

Lee F. Allen

  7,638 $210,045.00 $11,457.00 

Mark W. Hahn

  6,813 $187,357.50 $10,219.50 

Jason Hoitt

  3,793 $104,307.50 $5,689.50 

Kevin Laliberte

  2,777 $76,367.50 $4,165.50 

David Zaccardelli

  56,054 $1,541,485.00 $84,081.00 

Steven M. Goldman

  147,398 $4,053,445.00 $221,097.00 

Roger A. Jeffs

  65,268 $1,794,870.00 $97,902.00 

Paul B. Manning

  14,762,242 $405,961,655.00 $22,143,363.00 

Alfred J. Novak

  5,176 $142,340.00 $7,764.00 

Sean Stalfort

  635,665 $17,480,787.50 $953,497.50 

Nancy J. Wysenski

  4,706 $129,415.00 $7,059.00 

All of our current executive officers and directors as a group (11 persons)

  
15,697,530
 
$

431,682,075.00
 
$

23,546,295.00
 

(1)
Incalculating the number of Shares beneficially owned for this purpose, Shares underlying Dova stock options (whether or not currently exercisable) and Dovarestricted stock units held by each individual are excluded.

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Consideration for Dova Options in the Merger—Generally

        Stock options to purchase Shares (each, a "Dova option") may not be tendered in the Offer. EachDova option that is outstanding as of immediately prior to the Offer Acceptance Time will automatically accelerate and become fully vested and exercisable effective immediately prior to, andcontingent upon, the Offer Acceptance Time. At the Effective Time, each Dova option that has a per Share exercise price that is less than the Cash Amount (each, an "in themoney option") will be cancelled and converted into the right to receive (i) an amount in cash equal to the product of (A) the total number of Shares subject tosuch Dova option immediately prior to the Effective Time, multiplied by (B) the excess of (x) the Cash Amount over (y) the exerciseprice payable per Share under such Dova option and (ii) one (1) CVR for each Share subject to such in the money option immediately prior to the Effective Time, subject to any applicablewithholding or other taxes required by applicable law.

        Atthe Effective Time, each Dova option that has a per Share exercise price that is equal to or greater than the Cash Amount (each, an "out of the moneyoption") and is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive a contingent cash payment fromSobi on the Milestone Payment Date (as defined in the CVR Agreement), if any, with respect to each Share subject to such out of the money option immediately prior to the Effective Time equal to theamount by which $29.00 exceeds the exercise price payable per Share under such out of the money option, if, and only if, the Milestone Payment becomes payable under the CVR Agreement and subject toany applicable withholding or other taxes required by applicable law. In the event the Milestone Payment does not become payable under the CVR Agreement, no payment will be made in respect of any outof the money option following the Effective Time.

        AnyDova option with an exercise price payable per Share equal to or greater than $29.00 will be cancelled at the Effective Time without any consideration payable (whether in the form ofcash or a CVR or otherwise) therefor whether before or after the Effective Time.

Consideration for Dova Restricted Stock Units in the Merger—Generally

        Restricted stock units with respect to Shares (each, a "Dova RSU award") may not be tendered inthe Offer. At the Effective Time, each Dova RSU award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive(i) an amount in cash equal to the product of (A) the total number of Shares subject to such Dova RSU award immediately prior to the Effective Time, whether vested or unvested,multiplied by (B) the Cash Amount and (ii) one (1) CVR for each Share subject to such Dova RSU award immediately prior to the Effective Time, subject to any applicable withholdingor other taxes required by applicable law.

Treatment of Executive Officer and Director Equity Awards in the Merger

        As described above in the section titled "—Consideration for Dova Options in theMerger—Generally," the Merger Agreement provides that all outstanding Dova options will accelerate and become fully vested and exercisable effective immediatelyprior to, and contingent upon, the Offer Acceptance Time. At the Effective Time, all Dova options held by Dova's executive officers and non-employee directors will be treated as described above in thesection titled "—Consideration for Dova Options in the Merger—Generally". In addition, all Dova RSU awards (whether vested orunvested) held by Dova's executive officers and non-employee directors will be treated as described above in the section titled "—Consideration for Dova RestrictedStock Units in the Merger—Generally".

        Ourexecutive officers and non-employee directors are eligible to receive "single trigger" and/or "double-trigger" vesting acceleration benefits with respect to their outstanding Dovaoptions and/or Dova RSU awards pursuant to existing plans and agreements governing their Dova options and Dova

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RSUawards. However, under the Merger Agreement, the vesting of all outstanding, unvested Dova options will be fully accelerated and all outstanding Dova options and Dova RSU awards (whether vested orunvested) will be cancelled, in each case, for the right to receive the consideration described above in the sections titled "—Consideration for Dova Options in theMerger—Generally" and "—Consideration for Dova Restricted Stock Units in theMerger—Generally."

Table of Estimated Consideration for Executive Officer and Director Equity Award

        The table below sets forth (i) information about outstanding Dova options and Dova RSU awards held by our executive officers anddirectors and (ii) the value (on a pre-tax basis) of the consideration payable in respect of such Dova options and Dova RSU awards, in each case as of October 7, 2019. The estimated cashvalues of the Dova options and Dova RSU awards in the table below assume solely for purposes of such table that the applicable contingent cash payments in respect of the CVRs and out of the moneyoptions will become payable on October 7, 2019.

Name
 Number
of Shares
Underlying
Dova
Options
(#)(1)
 Number
of Shares
Underlying
Vested
Dova
Options
(#)(2)
 Number
of Shares
Underlying
Unvested
Dova
Options
(#)(3)
 Dova
Option
Exercise
Price($)
 Closing
Amount
Payable
for In
the
Money
Options
($)(4)
 CVR
Amount
Payable
for In
the Money
Options
($)(5)
 Contingent
Amount
Payable
for Out
of the
Money
Options
($)(6)
 Number
of Shares
Underlying
Dova
RSU
Awards
(#)(7)
 Closing
Amount
Payable
for
Dova
RSU
Awards
($)(8)
 CVR
Amount
Payable
for Dova
RSU
Awards
($)(5)
 Total
Value
($)(9)
 

Lee F. Allen

  251,466  151,927  99,539  3.73  5,977,347  377,199          6,354,546 

  10,000    10,000  16.08  114,200  15,000          129,200 

                2,267  62,343  3,401  65,744 

Mark W. Hahn

  175,000  72,917  102,083  31.86               

  50,000    50,000  20.42  354,000  75,000          429,000 

  250,000    250,000  8.82  4,670,000  375,000          5,045,000 

                2,211  60,803  3,317  64,120 

Jason Hoitt

  250,000    250,000  6.07  5,357,500  375,000          5,732,500 

                6,177  169,868  9,266  179,134 

Kevin Laliberte

  140,250  84,563  55,687  3.73  3,333,743  210,375          3,544,118 

  50,000  18,750  31,250  29.33               

  50,000    50,000  8.82  934,000  75,000          1,009,000 

  10,000    10,000  16.08  114,200  15,000          129,200 

                1,984  54,560  2,976  57,536 

David Zaccardelli

  1,000,000    1,000,000  6.07  21,430,000  1,500,000          22,930,000 

                20,593  566,308  30,890  597,198 

Steven M. Goldman

  10,083  2,750  7,333  7.32  203,475  15,125          218,600 

  10,000  10,000    30.11               

  10,000  4,167  5,833  9.36  181,400  15,000          196,400 

                1,882  51,755  2,823  54,578 

Roger A. Jeffs

  33,000  25,667  7,333  7.32  665,940  49,500          715,440 

  10,000  10,000    30.11               

  10,000  4,167  5,833  9.36  181,400  15,000          196,400 

                1,725  47,438  2,588  50,026 

Paul B. Manning

                       

Alfred J. Novak

  33,000  25,667  7,333  7.32  665,940  49,500          715,440 

  10,000  10,000    30.11               

  10,000  4,167  5,833  9.36  181,400  15,000          196,400 

                1,725  47,438  2,588  50,026 

Sean Stalfort

                       

Nancy J. Wysenski

  30,000  12,500  17,500  33.47               

  10,000  4,167  5,833  9.36  181,400  15,000          196,400 

                1,568  43,120  2,352  45,472 

(1)
Representsthe total number of Shares subject to the applicable Dova option as of October 7, 2019.

(2)
Representsthe total number of Shares subject to the vested portion of the applicable Dova option as of October 7, 2019.

(3)
Representsthe total number of Shares subject to the unvested portion of the applicable Dova option as of October 7, 2019.

(4)
Equals(i) the total number of Shares subject to the outstanding in the money option as of October 7, 2019, multipliedby (ii) the excess of the Cash Amount (or $27.50) over the per Share exercise price of the in the money option.

(5)
Equalsthe total number of Shares subject to the outstanding in the money option or Dova RSU award, as applicable, as of October 7, 2019, multiplied by thevalue of a CVR (or $1.50).

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(6)
Foreach out of the money option that has a per Share exercise price equal to or greater than the Cash Amount but less than $29.00, equals (i) the totalnumber of Shares subject to such out of the money option multiplied by (ii) the excess of $29.00 over the per Share exercise price of such out ofthe money option. For each out of the money option that has a per Share exercise price equal to or greater than $29.00, equals $0.

(7)
Representsthe total number of Shares underlying the applicable Dova RSU award as of October 7, 2019.

(8)
Equals(i) the total number of Shares underlying the Dova RSU award as of October 7, 2019, multiplied by (ii) the Cash Amount.

(9)
Equalsthe sum of the amounts shown in the "Closing Amount Payable for In the Money Options," the "CVR Amount Payable for In the Money Options," the "ContingentAmount Payable for Out of the Money Options," the "Closing Amount Payable for Dova RSU Awards," and the "CVR Amount Payable for Dova RSU Awards" columns, as applicable.

Employment Agreements with Executive Officers

        We have entered into employment agreements with each of our executive officers that provide for severance benefits, as described below. Theseverance benefits that each executive officer is eligible to receive under his employment agreement are subject to the executive officer timely signing and not revoking a general release of claims inour favor and satisfying certain other conditions set forth in his employment agreement.

        Dr. Allen.    Pursuant to his employment agreement with us, if Dr. Allen is terminated by us without cause or he resigns for goodreason,he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to12 months.

        Mr. Hahn.    Pursuant to his employment agreement with us, if on or before February 19, 2020, Mr. Hahn is terminated by uswithoutcause or he resigns for good reason, he is eligible to receive (i) 6 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and hiseligible dependents for up to 6 months. If after February 19, 2020, Mr. Hahn is terminated by us without cause or he resigns for good reason, he is eligible to receive(i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        Mr. Hoitt.    Pursuant to his employment agreement with us, if after December 17, 2019 but on or before December 17, 2020,Mr. Hoitt is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 6 months of continued base salary and (ii) payment of premiums forcontinued health coverage for himself and his eligible dependents for up to 6 months. If after December 17, 2020, Mr. Hoitt is terminated by us without cause or he resigns forgood reason, he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependentsfor up to 12 months.

        Dr. Laliberte.    Pursuant to his employment agreement with us, if Dr. Laliberte is terminated by us without cause or he resignsfor goodreason, he is eligible to receive (i) 12 months of continued base salary and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for upto 12 months.

        Dr. Zaccardelli.    Pursuant to his employment agreement with us, if after December 17, 2019 but on or before December 17,2020,Dr. Zaccardelli is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 6 months of continued "base compensation" (as such term is definedin his employment agreement) and (ii) payment of premiums for continued health coverage for himself and his eligible dependents for up to 6 months. If after December 17, 2020,Dr. Zaccardelli is terminated by us without cause or he resigns for good reason, he is eligible to receive (i) 12 months of continued base compensation and (ii) payment ofpremiums for continued health coverage for himself and his eligible dependents for up to 12 months.

        Thedefinitions of "cause" and "good reason" referenced above are defined in the individual employment agreements with each of the executive officers.

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        The employment agreements with each of our executive officers also provide for "single-trigger" vesting acceleration benefits with respect to one or more of theapplicable executive officer's outstanding Dova options and/or Dova RSU Awards. However, under the Merger Agreement, the vesting of all outstanding, unvested Dova options will be fully accelerated andall outstanding Dova options and Dova RSU awards (whether vested or unvested) will be cancelled, in each case, for the right to receive the consideration described above in the sections titled"—Consideration for Dova Options in the Merger—Generally" and "—Consideration for Dova Restricted Stock Units in theMerger—Generally."

Change in Control Severance Benefit Plan

        We previously adopted our Officer Change in Control Severance Benefit Plan (the "CIC SeverancePlan"). Pursuant to the CIC Severance Plan, if an executive officer is terminated by us without "cause" or the executive officer resigns for "good reason" (each term, asdefined in theCIC Severance Plan) within one month prior to or within 12 months following a "change in control" (as defined in Dova's Amended and Restated 2017 Equity Incentive Plan), such as theTransactions, subject to the executive officer's timely execution and non-revocation of a general release of claims in our favor and certain other conditions, the executive officer will receive thefollowing benefits:

        However,to the extent that benefits are payable to an executive officer pursuant to the terms of both his executive employment agreement and the CIC Severance Plan, the benefits underthe CIC Severance Plan will be reduced accordingly.

        TheCIC Severance Plan also provides that if the excise tax imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, would be applicable to thepayments and benefits to be received by an executive officer, then such executive officer will be subject to the "best net" approach, under which he will receive either the full amount of suchpayments and benefits or the greatest amount of such payments and benefits that will not result in the application of such excise tax, whichever would result in the greatest after-tax amount.

Employee Matters Following Closing

        Sobi has agreed that from and after the Effective Time, Sobi will or will cause the surviving corporation of the Merger (the"Surviving Corporation") to assume and honor all individual severance and employment agreements for each Dova employee employed by Dova as ofimmediately prior to the Effective Time and who continues to be employed by the Surviving Corporation (or any of its affiliates) during the one-year period following the Effective Time (each, a"continuing employee"). For a period of one year following the Effective Time, Sobi has agreed to provide, or cause to be provided, to each continuingemployee during such one-year period base salary and short-term cash incentive compensation opportunities (including bonuses and commission opportunities), each of which is no less favorable than thebase salary and short-term cash incentive compensation opportunities provided to

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suchcontinuing employee immediately prior to the Effective Time, and other employee benefits (including severance benefits) that are substantially similar in the aggregate to the employee benefits(including severance benefits) provided to such continuing employee immediately prior to the Effective Time.

        Sobialso has agreed under the Merger Agreement to give each continuing employee service credit for all employee benefit purposes, except to the extent that the foregoing would result inthe duplication of benefits or apply to any defined benefit pension plan or post-retirement medical plan. In addition, to the extent that service is relevant for eligibility, vesting or allowances(including paid time off) under any health or welfare benefit plan of Sobi or the Surviving Corporation in which any continuing employee is eligible to participate after the Effective Time, Sobi will(i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the continuing employees, to theextent that such conditions, exclusions and waiting periods would not apply under a similar employee benefit plan in which such continuing employees participated prior to the Effective Time and(ii) use reasonable best efforts to ensure that such health or welfare benefit plan will, for purposes of eligibility, vesting, deductibles, co-payments and out-of-pocket maximums andallowances (including paid time off), credit continuing employees for service and amounts paid prior to the Effective Time with Dova to the same extent that such service and amounts paid wererecognized prior to the Effective Time under the corresponding health or welfare benefit plan of Dova.

Rule 14d-10(d) Matters

        Prior to the Offer Acceptance Time, the compensation committee of the Dova Board (the "Dova CompensationCommittee") will take all such steps as may be required to approve, as an "employment compensation, severance or other employee benefit arrangement" within the meaning ofRule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Dova or any of its affiliates and any of the current or future officers, directors, employees orother service providers of Dova or any of its subsidiaries that are effective as of the date of the Merger Agreement or are entered into after the date of the Merger Agreement and prior to the OfferAcceptance Time pursuant to which compensation is paid or payable to such officer, director, employee or other service provider. In addition, the Dova Compensation Committee will take all other actionnecessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act.

Indemnification and Insurance

        Dova's amended and restated certificate of incorporation and amended and restated bylaws provide that Dova will indemnify the directors andofficers of Dova to the fullest extent permitted by the DGCL. In addition, Dova has entered into indemnification agreements with each of its directors and executive officers. These agreements, amongother things, require Dova to indemnify each director and each executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys' fees,judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of Dova, arising out of theperson's services as a director or executive officer. The form of the indemnification agreement is filed as Exhibit (e)(18) to this Schedule 14D-9 and is herein incorporated byreference.

        Underthe Merger Agreement, for six years after the effective time, the Surviving Corporation must indemnify and hold harmless, to the fullest extent permitted under applicable law, eachcurrent and former director and executive officer of Dova and its subsidiaries against any losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred in connection with anypending or threatened claims bases on or arising out of, the fact of such person serving as an officer or director Dova or any of its subsidiaries.

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        Fromand after the Effective Time, the Surviving Corporation is required to maintain, and Sobi shall cause the Surviving Corporation to maintain, in effect, the current policy ofdirectors' and officers' liability insurance for a period of six years after the Effective Time or, at or prior to the Effective Time, Sobi or Dova may (through a nationally recognized insurancebroker) purchase a six-year "tail" policy, in each case to cover their acts and omissions occurring prior to the Effective Time; however, in no event shall the Surviving Corporation be required toexpend in any one year an amount in excess of 300% of the annual premium currently payable by Dova for its directors' and officers' liability insurance prior to the date of the Merger Agreement, andif the cost of such "tail" insurance policy would otherwise exceed such amount, Dova may purchase as much coverage as reasonably practicable for such amount.

Services Agreements with PBM Capital Group, LLC

        Dova has entered into a services agreement (the "Dova services agreement") with PBM CapitalGroup, LLC, an affiliate of PBM Capital Investments, LLC, an entity controlled by Paul B. Manning, one of Dova's directors, to engage PBM Capital Group, LLC for certain scientificand technical, accounting, operations and back office support services. Pursuant to the Dova services agreement, Dova pays PBM Capital Group, LLC a flat monthly fee of $17,400 per month,effective April 1, 2018. Sobi intends to terminate the Dova services agreement following the closing of the Merger. The Dova services agreement, as amended, is filed as Exhibits (e)(19)and (e)(20) to this Schedule 14D-9 and is herein incorporated by reference.

Section 16 Matters

        Pursuant to the Merger Agreement, prior to or as of the Offer Acceptance Time, Dova and the Dova Board will, to the extent necessary, takeappropriate action to approve, for purposes of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition or cancellation of Shares, Dova options and Dova RSUawards in the Transactions by applicable individuals and to cause such dispositions or cancellations to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Item 4.    The Solicitation or Recommendation.

Recommendation of the Dova Board

        At a meeting held on September 29, 2019, after careful consideration, the Dova Board, among other things,unanimously:

Accordingly, and for the reasons described in more detail below under "—Dova's Reasons for the Offer and theMerger," the Dova Board unanimously recommends that Dova's stockholders tender their Shares to Purchaser pursuant to the Offer.

        Apress release, dated September 30, 2019, issued by Dova announcing the Offer, the Merger and the Transactions, is included as Exhibit (a)(5)(A) hereto and is incorporatedherein by reference.

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Background of the Offer and the Merger

        The Dova Board and Dova management team regularly consider the long-term strategy of Dova and strategic opportunities to enhance stockholdervalue, including investments in potential new growth opportunities, acquisitions, licensing arrangements, joint ventures, collaborations and other strategic transactions. In this regard, Dovaregularly meets with other biopharmaceutical companies to discuss potential strategic opportunities, including Sobi, who entered into a mutual commercial confidentiality agreement with Dova onJanuary 15, 2018 to facilitate discussions regarding a potential licensing arrangement for Doptelet® (avatrombopag) ("Doptelet") inEurope. In connection with evaluating these possible strategic and other opportunities, from time to time, Dova has retained or had discussions with Jefferies LLC("Jefferies") and Evercore Group L.L.C. ("Evercore"), which firms historically have acted as outsidefinancial advisors and/or provided capital markets services to Dova.

        OnNovember 7, 2018, the Dova Board held a regularly scheduled meeting with senior management in attendance. Among other matters, the Dova Board discussed commercialization ofDoptelet in the United States. The Dova Board also discussed the efforts of Dova's management team with respect to licensing Doptelet outside of the United States ("Ex-USLicenses") to potential strategic partners and reached the consensus that Dova's management team should continue discussions.

        InDecember 2018, after Dr. David Zaccardelli was appointed as Dova's President and Chief Executive Officer, Dr. Zaccardelli and Mr. Mark Hahn, Dova's ChiefFinancial Officer, at the direction of the Dova Board, continued Dova's outreach to third parties with respect to Ex-US Licenses and entered into customary, commercial non-disclosure agreements withpotential counterparties (including potential strategic partners) in order to facilitate discussions.

        Inearly January 2019, Dr. Lee Allen, Dova's Chief Medical Officer, and Mr. Hahn, met in person with representatives of Party A to discuss a potential licensing arrangementfor the commercialization of Doptelet in Europe. During the course of these discussions, Party A indicated that it may be interested in a global strategic partnership with Dova. No economic terms wereproposed with respect to a licensing arrangement or other strategic partnership. Promptly following these discussions,Dr. Zaccardelli reported Party A's potential interest in a global strategic partnership to members of the Dova Board.

        OnJanuary 31, 2019, Dr. Kevin Laliberte, Dova's Senior Vice President, Product Development, and Mr. Hahn had a conversation with representatives of Sobi regardingSobi's potential interest in a European license of Doptelet.

        OnFebruary 5, 2019, the Dova Board held a regularly scheduled meeting with senior management in attendance. At this meeting, Dr. Zaccardelli and Mr. Hahn providedan update on discussions with Party A. Mr. Hahn also provided the Dova Board with an overview of other potential licensing arrangements being actively considered, including a European licenseof Doptelet with Sobi. The Dova Board directed Dova's management team to continue to pursue discussions with potential strategic partners regarding Ex-US Licenses.

        Betweenthe February 5, 2019 meeting of the Dova Board and the next regularly scheduled meeting on May 2, 2019, Dr. Zaccardelli and Mr. Hahn continued to havehigh-level discussions with potential strategic partners regarding potential Ex-US Licenses. Although some of these parties had expressed interest in learning more about the Doptelet program, none ofthese potential strategic partners indicated interest in a strategic combination with Dova.

        Laterin February 2019, following Party A's preliminary discussions with Dova, representatives of Party A informed Mr. Hahn that Party A was no longer interested in exploringeither a licensing arrangement or a global strategic partnership with Dova because of a recent change in its own internal strategic priorities.

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        OnMay 2, 2019, the Dova Board held a regularly scheduled meeting with senior management in attendance. The Dova Board also invited Dova's outside legal and financial advisors toattend the meeting in connection with the Dova Board's consideration of certain strategic matters. At this meeting, as requested by the Dova Board, in connection with market conditions and pendingU.S. Food and Drug Administration ("FDA") action, representatives of Cooley LLP ("Cooley"),outside legal counsel to Dova, provided an overview of the fiduciary duties of directors in the context of an acquisition, including an unsolicited acquisition proposal, if one were to be received. Inaddition, Jefferies provided the Dova Board with a market overview, including capital markets and merger and acquisitions trends. Mr. Hahn provided an update on discussions that Dova'smanagement team had with potential Ex-US License partners since the last meeting of the Dova Board. After representatives of Jefferies left the meeting, the Dova Board discussed Dova's ongoingstrategy. The Dova Board reached the consensus that Dova could become an attractive acquisition target in the event of an FDAapproval of Doptelet for chronic immune thrombocytopenia in adult patients who have had an insufficient response to a previous treatment ("ITP"). Inlight of this discussion, the Dova Board continued to support management's engagement with potential strategic partners with respect to Ex-US Licenses, and also directed Dova's management to informthe Dova Board if any of these potential strategic partners indicated interest in a strategic combination with Dova.

        Betweenthe May 2, 2019 meeting of the Dova Board and the next regularly scheduled meeting on July 30, 2019, Dr. Zaccardelli and Mr. Hahn continued to havehigh-level discussions with potential strategic partners regarding the commercialization of Doptelet in various regions outside of the United States. At the direction of the Dova Board,Dr. Zaccardelli and Mr. Hahn sought to evaluate any additional interest in other strategic opportunities with Dova but, at the Dova Board's direction, did not specifically propose astrategic combination to these potential strategic partners. In connection with these discussions, none of these potential strategic partners disclosed any interest in a strategic combination withDova.

        OnJune 26, 2019, Dova received FDA approval for Doptelet for the treatment of ITP.

        Atthe end of June 2019, at the direction of the Dova Board, Dr. Zaccardelli and Mr. Hahn began to work with representatives of Jefferies to identify and contact thirdparties that might have strategic interest in the Doptelet program. In mid-July, Dr. Zaccardelli and Mr. Hahn also spoke with representatives of Evercore with respect to the sameobjective. From the end of June through September 29, 2019 (the last day prior to the announcement of the execution of the Merger Agreement), in accordance with the directives of the DovaBoard, representatives of Jefferies contacted 17 parties and representatives of Evercore contacted 11 additional parties, on behalf of Dova, to solicit such parties' potential interest in a strategicopportunity involving the Doptelet program. As set forth in more detail below, five of the parties contacted ultimately conveyed interest in a strategic combination with Dova.

        OnJuly 10, 2019, Mr. Hahn had a telephonic conversation with Mahmood Ladha, Senior Advisor to the Chief Executive Officer of Sobi, and Dr. Daniel Rankin, Head ofCorporate Development for Sobi, regarding Sobi's interest in an Ex-US License in Europe. Representatives of Sobi suggested an in person meeting to learn more about the Doptelet program.

        OnJuly 29, 2019, Mr. Ladha and Dr. Rankin of Sobi met with Dr. Zaccardelli, Mr. Hahn, Dr. Laliberte and Mr. Jason Hoitt, Dova's ChiefCommercial Officer, at Dova's headquarters in Durham, North Carolina to learn more about the Doptelet program. In the course of those discussions, Dova's representatives provided Sobi'srepresentatives with an overview of Dova's business and its efforts to commercialize Doptelet. The parties did not exchange any non-public information or discuss a potential strategic combination.

        Alsoon July 29, 2019, at the direction of Dova's management representatives of Evercore spoke with representatives of Party B regarding Party B's potential interest in theDoptelet program.

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Representativesof Party B confirmed Party B's potential interest in a transaction with their primary focus being a potential Ex-US License. Party B's representatives indicated that Party B would needto do more work internally to more fully assess their level of interest.

        OnJuly 30, 2019, the Dova Board held a regularly scheduled meeting with representatives of senior management, Cooley and Jefferies in attendance. At this meeting, Mr. Hahnprovided an update on the management team's discussions with potential Ex-US License partners since the last meeting and Jefferies provided an update to the Dova Board with respect to the additionalpotential strategic partners that it had contacted at Dova's request. After the update, the representatives of Jefferies left the meeting and the Dova Board discussed the potential Ex-US Licenses thatDova's management team had been exploring with strategic partners, as well as the likely interest that certain strategic partners may have in a strategic combination with Dova as a result of the FDA'sapproval of Doptelet for ITP. The Dova Board directed management to continue to work with Dova's outside financial advisors to identify potential strategic partners for an Ex-US License arrangementand further authorized Dova's management team to work with the financial advisors to identify and engage with third parties that may have an interest in a strategic combination with Dova.

        OnAugust 1, 2019, representatives of Party C spoke with representatives of Jefferies regarding interest in meeting with Dova's management team to discuss the Doptelet program.Representatives of Party C also indicated interest in a potential strategic combination with Dova in which Party C would acquire Dova for an upfront cash payment and an additional cash payment thatwould be contingent upon the approval of Doptelet for use in chemotherapy-induced thrombocytopenia ("CIT").

        OnAugust 2, 2019, at the direction of Dova's management, representatives of Evercore spoke with representatives of Party A to confirm any renewed interest in a licensingarrangement or other strategic transaction with Dova. Representatives of Party A advised representatives of Evercore that they would need time to discuss the opportunity internally.

        OnAugust 5, 2019, in accordance with the directives of the Dova Board, representatives of Jefferies contacted representatives of Party D to discuss Party D's interest in apotential licensing arrangement or other strategic transaction with Dova. Representatives of Party D confirmed Party D's interest in a strategic transaction with Dova, and arranged a meeting withDova's management team to learn more about the Doptelet program.

        OnAugust 13, 2019, Dr. Zaccardelli, Dr. Laliberte, Mr. Hoitt and Mr. Hahn had a telephonic discussion with representatives of Party C to provide PartyC with an overview of Dova's business and its effortsto commercialize Doptelet. Dova's representatives did not provide any non-public information to Party C or engage in any discussions with respect to any terms of any potential strategic combination.

        OnAugust 14, 2019, Dr. Zaccardelli and Mr. Hahn met in person with Mr. Ladha, Dr. Rankin, Mr. Guido Oelkers, Chief Executive Officer of Sobi,and Henrik Stenqvist, Chief Financial Officer of Sobi. At that meeting, Sobi's representatives informed Dova's representatives of Sobi's interest in an acquisition of Dova. Dr. Zaccardellipromptly reported Sobi's interest to members of the Dova Board.

        OnAugust 15, 2019, Sobi submitted a non-binding proposal to Dova, proposing to acquire all outstanding shares of Dova common stock for $23.00 per Share in cash.

        Alsoon August 15, 2019, Dr. Zaccardelli, Mr. Hahn, Dr. Laliberte and Mr. Hoitt had a telephonic discussion with representatives of Party D to provideParty D with an overview of Dova's business and its efforts to commercialize Doptelet. Dova's representatives did not provide any non-public information to Party D or engage in any discussions withrespect to any terms of any potential strategic combination.

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        OnAugust 16, 2019, Dova entered into a confidentiality agreement with Party C to facilitate Party C's due diligence investigations. The terms of the confidentiality agreementinclude customary standstill provisions with a "fallaway" or other similar provision that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respectof a strategic combination. Over the course of the next several weeks, Party C conducted its due diligence investigations, which included discussions with Dova's management team.

        OnAugust 18, 2019, representatives of Cooley and representatives of Cravath, Swaine & Moore LLP ("Cravath"), outsidelegal counsel to Sobi, discussed the terms of a new confidentiality agreement specific to a potential transaction to be entered into between Sobi and Dova, rather than relying on the existingcommercial confidentiality agreement between the companies. During the course of the conversation, representatives of Cravath told representatives of Cooley that Sobi would expect certain stockholdersof Dova, including Paul Manning, to commit to vote or tender their shares in a transaction.

        OnAugust 19, 2019, Dova entered into a confidentiality agreement with Sobi specific to a potential transaction to facilitate Sobi's due diligence investigations. The terms of theConfidentiality Agreement include customary standstill provisions with a "fallaway" that causes such standstill provision to bereleased upon the entry by Dova into a definitive agreement in respect of a strategic combination. From August 19 through the end of September, Sobi conducted its due diligence investigations,which included discussions with Dova's management team. As Sobi was conducting its due diligence review, Mr. Ladha and other representatives of Sobi had periodic conversations with Jefferies regardingSobi's desired timetable, including Sobi's desire to finalize a transaction by the end of September 2019 and Sobi's plan to have an ordinary meeting of its board of directors on September 19,2019 at which Sobi's board would discuss the potential strategic combination.

        OnAugust 21, 2019, the Dova Board held a special meeting, with senior management and representatives of Cooley in attendance. Prior to this meeting, each of Jefferies andEvercore provided the Dova Board with certain information regarding its material investment banking relationships (if any) with potential interested parties, including Sobi. Dr. Zaccardellireviewed with the Dova Board his and Mr. Hahn's discussions with Jefferies and Evercore about acting as financial advisors in connection with Dova's exploration of strategic opportunities,including a strategic combination. The Dova Board then discussed Jefferies' and Evercore's respective qualifications with Dova's senior management team, including Jefferies' and Evercore's relevantindustry experience and qualifications in merger and acquisitions (including previous sell-side engagements for other biopharmaceutical companies), and Jefferies' and Evercore's historicalrelationship with, and knowledge of, Dova. The Dova Board discussed the respective economic and other material terms of, and authorized management to finalize, Jefferies' and Evercore's engagement.The Dova Board then invited representatives of Jefferies to join the meeting. Jefferies discussed certain market and financial perspectives and illustrative process considerations and overview withrespect to the evaluation of strategic opportunities. Representatives of Cooley also reviewed fiduciary duties attendant to a review of potential strategic opportunities and in the context of apotential acquisition. Representatives of Cooley informed the Dova Board of Sobi's expectation that a strategic combination would be conditioned on holders representing a least a majority of theoutstanding Shares entering into support agreements. The Board of Directors also discussed, with input from representatives of Cooley, Sobi's request for support agreements from stockholders holdingmore than a majority of outstanding Shares and reached the consensus that it would further evaluate such proposal in light of the full terms of Sobi's proposal for a strategic combination, if any.Although the Dova Board believed that a sale of Dova at a price of $23.00 per Share did not represent the best strategic opportunity available to Dova and its stockholders at suchtime—based on their familiarity with the current and historical financial condition, results of operations, business, competitive position, properties, assets and prospects, as well as thelong-term plan of Dova—the Dova Board concluded that the proposal warranted further discussion with Sobi and

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thatSobi may increase its price after further due diligence. Based on these discussions, the Dova Board determined not to make a counterproposal at such time, but to continue discussions with Sobiregarding a potential transaction. In addition, the Dova Board directed Dova's management to continue having discussions with potential counterparties regarding Ex-US Licenses and a potentialstrategic combination. In this regard, the Dova Board authorized management to request indications of interest from potential counterparties in a strategic combination.

        OnAugust 22, 2019, in accordance with the Dova Board's directives, representatives of Jefferies spoke with representatives of Party E to gauge Party E's potential interest in astrategic combination with Dova.

        OnAugust 25, 2019, in accordance with the Dova Board's directives, representatives of Jefferies distributed Dova's process letter to parties that had expressed interest in astrategic combination with Dova—Sobi, Party C and Party D—requesting that such parties submit written, non-binding preliminary indications of interest by September 30,2019.

        OnAugust 26, 2019, representatives of Party E contacted representatives of Jefferies to inform them that Party E was not not interested in pursuing a strategic combination withDova. On the same day, representatives of Jefferies, in accordance with the directives of the Dova Board, contacted representatives of Party A, who indicated that Party A also was not interested inpursuing a strategic combination with Dova.

        OnSeptember 4, 2019, representatives of Party E informed representatives of Jefferies that Party E may have renewed interest in evaluating a strategic combination with Dova as aresult of changes in Party E's strategic priorities.

        OnSeptember 5, 2019, representatives of Party C, following completion of their due diligence investigation, informed Jefferies that Party C may be interested in a Dopteletlicensing arrangement but would not be interested in a strategic combination with Dova at a meaningful premium to Dova's then-current market price. On September 5, 2019, the closing price perShare was $15.10.

        OnSeptember 8, 2019, Dova entered into a confidentiality agreement with Party D to facilitate Party D's due diligence investigations. The terms of the confidentiality agreementinclude customary standstill provisions with a "fallaway" or other similar provision that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respectof a strategic combination. Over the course of the next several weeks, Party D conducted its due diligence investigations, which included discussions with Dova's management team.

        OnSeptember 13, 2019, the Dova Board held a special meeting with representatives of management, Cooley and Jefferies in attendance. Jefferies provided the Dova Board with anupdate on the status of discussions with various third parties in connection with a potential strategic opportunity with Dova, including a strategic combination with Dova. Dr. Zaccardelli alsodiscussed the status of the parties' due diligence investigations and the meetings that had taken place between representatives of such parties and the management team. Dr. Zaccardelli informedthe Dova Board that representatives of Sobi had advised that Sobi's due diligence investigations were nearing completion, Sobi was planning to hold a board meeting on September 19, 2019 todiscuss the strategic combination, and Sobi was interested in announcing a transaction on September 30, 2019. Mr. Hahn then provided a detailed overview to the Dova Board of theprojections and the underlying assumptions prepared by Dova's managementrelating to the commercialization of Doptelet, as described in more detail in the section of this Schedule 14D-9 titled "—Projected FinancialInformation," in connection with Dova's consideration of strategic opportunities. Following discussion, the Dova Board authorized and directed Jefferies to use theseassumptions in preparing financial analyses requested by the Dova Board, and subsequently authorized and directed Evercore, whose representatives were not in attendance at the meeting, to also use theassumptions in preparing financial analyses requested by the Dova Board.

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Representativesof Cooley then reviewed the terms of the draft merger agreement proposed for a strategic transaction, which provided for a tender offer followed by a back-end merger underSection 251(h) of the DGCL. The Dova Board authorized the management team and Dova's advisors to make the draft merger agreement available to interested parties at the appropriate time.

        OnSeptember 17, 2019, representatives of Party B confirmed their interest in evaluating a potential strategic combination with Dova to representatives of Evercore.

        Laterin the day on September 17, 2019, Dova made available a copy of a draft merger agreement to parties that had executed confidentiality agreements and remained activelyengaged in evaluating a potential strategic transaction with Dova.

        OnSeptember 19, 2019, Dr. Zaccardelli and Mr. Hahn spoke with representatives of Party E to provide Party E with an overview of Dova's business and its efforts tocommercialize Doptelet. Dova's representatives did not provide any non-public information to Party E or engage in any discussions with respect to any terms of any potential strategic transaction.

        OnSeptember 20, 2019, representatives of Sobi contacted representatives of Jefferies and reiterated that Sobi would expect certain stockholders of Dova, includingMr. Manning, to commit to vote or tender their Shares in a transaction. Following this conversation, Sobi was provided with a draft form of the tender and support agreement. From this timeuntil the execution of the Merger Agreement, representatives of Cooley and Cravath negotiated and exchanged drafts of the merger agreement and the form of tender and support agreement.

        Alsoon September 20, 2019, in accordance with the directives of the Dova Board, representatives of Jefferies contacted Party D to evaluate Party D's ongoing interest in astrategic combination with Dova. Representatives of Party D informed representatives of Jefferies that Party D was continuing to evaluate a potential strategic combination with Dova and that, subjectto such review, it would be in a position to move swiftly and announce a transaction by September 30, 2019.

        OnSeptember 22, 2019, the Dova Board convened a special meeting to discuss the status of the strategic process. Senior management and representatives of Cooley and Jefferies werein attendance. Jefferies provided the Dova Board with an update on the status of discussions with third parties. Jefferies then reviewed with the Dova Board certain preliminary financial analysesrelating to Dova. Representatives of Cooley reviewed certain legal matters, including the status of the transaction documents under negotiation with Sobi. During the course of this review, members ofthe Dova Board discussed the likelihood of Party D pursuing a transaction with Dova. Members of the Dova Board also discussed Sobi's interest in a strategic combination, including its desire toannounce a strategic combination by September 30 and Sobi's condition that any strategic combination would require certain stockholders, including Mr. Manning (and entities affiliatedwith Mr. Manning), to sign tender and support agreements. The Dova Board then directed and authorized Dr. Zaccardelli and Mr. Hahn to continue to negotiate with representatives ofSobi with respect to the terms of Dova's proposal, with input and assistance from Mr. Manning, Chairman of the Dova Board, and Sean Stalfort, a member of the Dova Board, as needed. In addition,the Dova Board directed management and Dova's financial advisors to continue discussions with third parties to determine if another party would be interested in making a proposal.

        OnSeptember 23, 2019, Dova entered into a confidentiality agreement with Party B to facilitate Party B's due diligence investigations. The terms of the confidentiality agreementinclude customary standstill provisions with a "fallaway" or other similar provision that causes such standstill provision to be released upon the entry by Dova into a definitive agreement in respectof a strategic combination.

        OnSeptember 24, 2019, representatives of Party D advised representatives of Jefferies that Party D had completed its review and would not proceed with a strategic combinationwith Dova.

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        Inaddition, on September 24, 2019, representatives of Party E informed representatives of Jefferies that, although Party E had completed its due diligence review, Party E wasstill evaluating its interest in pursuing a strategic combination with Dova and would not be able to make a proposal in the near term.

        OnSeptember 25, 2019, Dr. Zaccardelli and Mr. Hahn spoke with representatives of Party B to provide Party B with an overview of Dova's business and its efforts tocommercialize Doptelet. Subsequent to this meeting, representatives of Party B indicated to representatives of Evercore that they would not be in a position to make a proposal in respect of astrategic combination in the near term.

        OnSeptember 26, 2019, Mr. Oelkers and Mr. Ladha arranged an in-person meeting with Mr. Manning and Mr. Stalfort to discuss the terms of Sobi'sproposal. At this meeting, Sobi's representatives confirmed that Sobi's due diligence investigations were substantially complete and that it would be willing to proceed with a transaction on improvedterms if the transaction could be announced by September 30, 2019. After discussion between the representatives of the parties regarding the status of the transaction and each party's view ofvalue, Sobi made a verbal indication of interest to acquire Dova for $27.50 per Share in cash, plus one contingent value right per Share, which would represent the right to receive $1.50 in cash uponachievement of an event-based milestone.

        OnSeptember 27, 2019, the Dova Board held a special meeting to discuss the status of the strategic process, with senior management and representatives of Cooley, Jefferies andEvercore in attendance. Jefferies provided the Dova Board with an update on the status of discussions with Party D and Party E. Representatives of Evercore provided an update to the Dova Board thatParty B had indicated an interest in a potential strategic combination with Dova but had also indicated that it would not be able to complete its due diligence investigations and move forward with aproposal at that time on the timeline contemplated by the strategic process. Dr. Zaccardelli and Mr. Hahn provided an update on the status of negotiations and discussions with Sobi,including the offer of $27.50 per Share in cash, plus one contingent value right per Share, which would represent the right to receive $1.50 in cash upon achievement of an event-based milestone.Representatives of Cooley reviewed certain legal matters, including the fiduciary duties of directors in the context of an acquisition and the terms of the draft transaction agreements, including themerger agreement and the tender and support agreements. Representatives of Cooley also reviewed the mechanics of a customary contingent value rights agreement. Jefferies and Evercore discussed withthe Dova Board the financial terms of Sobi's current proposal and certain related matters. The Dova Board then discussed various matters related to its evaluation of Sobi's proposal, including theCVR, the likelihood of another strategic party making a proposal and the timing thereof, the financial and legal terms of Sobi's proposal, including Sobi's timing and support conditions and thecertainty of a potential transaction with Sobi, the Dova Board's belief that it had obtained Sobi's best and final offer and that it was unlikely that another party would be willing to acquire Dova ata higher price in the foreseeable future, the potential risk of Sobi terminating strategic discussions if Dova were to delay the proposed transaction timing, and Sobi's current proposal as compared toalternatives reasonably available to Dova, including continued standalone operation of Dova as an independent public company. After discussion, the Dova Board authorized management to proceed withSobi's proposal and to finalize the transaction agreements on the terms reviewed with the Dova Board.

        OnSeptember 28, 2019, representatives of Cravath provided representatives of Cooley with a draft form of contingent value rights agreement. During the course of the day,Mr. Ladha of Sobi, Dr. Zaccardelli, Mr. Hahn and representatives of Cravath and Cooley discussed and negotiated the terms of the contingent value rights agreement, includingspecific elements of the event-based milestone.

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        Earlyin the morning on September 29, 2019, representatives of Cravath and Cooley finalized the terms of the proposed merger agreement, form of tender and support agreement andform of contingent value rights agreement.

        Alsoon September 29, 2019, the Dova Board held a special meeting with senior management and representatives of Cooley, Jefferies and Evercore in attendance.Dr. Zaccardelli and Mr. Hahn updated the Dova Board on the final negotiations and discussions with Sobi regarding the proposed definitive transaction documentation. Representatives ofCooley discussed certain legal matters with the Dova Board, including the fiduciary duties of directors and the material provisions of the draft merger agreement, including the contingent value rightsagreement, and the tender and support agreements. Also at this meeting, Dova's financial advisors each reviewed with the Dova Board its financial analysis of the $27.50 per Share cash amount and theright to receive a contingent cash payment of $1.50 per Share upon the achievement of an event-based milestone (such contingent payment, together with the cash amount, the "Consideration") in theOffer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement. Thereafter, Jefferies rendered an oral opinion, confirmed by delivery of awritten opinion dated September 29, 2019, to the Dova Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered andlimitations and qualifications on the review undertaken as described in the opinion, the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respective affiliates)in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement was fair, from a financial point of view, to such holders. Also at thismeeting, Evercore rendered an oral opinion, confirmed by delivery of a written opinion dated September 29, 2019, to the Dova Board to the effect that, as of that date and based upon theassumptions, limitations, qualifications and conditions described in Evercore's opinion, the Consideration to be received by the holders of Shares in the Offer and the Merger was fair, from afinancial point of view, to such holders. After carefully considering the proposed terms of the Transactions with Sobi, and taking into consideration the matters discussed during that meeting andprior meetings of the Dova Board (for additional detail, see "—Dova's Reasons for the Offer and the Merger", the Dova Board unanimously(i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interest of, Dova and its stockholders,(ii) authorized and approved the execution, delivery and performance by Dova of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, upon the termsand subject to the conditions contained in the Merger Agreement, (iii) resolved that the Merger will be effected under Section 251(h) of the DGCL and (iv) resolved to recommendthat Dova's stockholders tender their Shares to Purchaser pursuant to the Offer.

        OnSeptember 30, 2019, prior to the opening of trading of Sobi's common stock on the Nasdaq Stockholm stock exchange, the Dova Board, Dova, Sobi, the Manning Stockholders and SeanStalfort executed the Merger Agreement and the Support Agreements, as applicable. Substantially concurrently with the execution of these transaction agreements, each of Dova and Sobi issued a pressrelease announcing the execution of the Merger Agreement and the other transaction agreements.

Dova's Reasons for the Offer and the Merger

        TheDova Board carefully considered the Offer and the Merger, consulted with Dova's senior management and legal and financial advisors at various times, and took into account numerousfactors, including, but not limited to, the factors enumerated below. The Dova Board has unanimously determined that the terms of the Merger Agreement and the Transactions, including the Offer and theMerger, are advisable and fair to, and in the best interest of, the Company and its stockholders, and recommends that Dova's stockholders tender their Shares to Purchaser pursuant to the Offer, forthe following reasons.

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        TheBoard also considered a variety of potentially negative factors in its deliberations concerning the Offer, the Merger and the Merger Agreement, including the following.

        TheDova Board concluded that the risks and other potentially negative factors associated with the Offer and the Merger were outweighed by the potential benefits of the Offer and theMerger.

        Theforegoing discussion of the information and factors considered by the Dova Board is not meant to be exhaustive, but includes the material information, factors and analyses consideredby the

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DovaBoard in reaching its recommendation. The members of the Dova Board evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects ofDova and considered the input of Dova's management team and outside legal and financial advisors. In light of the number and variety of factors that the Dova Board considered, the Dova Board did notfind it practicable to assign relative weights to the foregoing factors. However, the recommendation of the Dova Board was made after considering the totality of the information and factors involved.In addition, individual members of the Dova Board may have given different weight to different factors. In arriving at their respective recommendations, the members of the Dova Board considered theinterests of Dova's executive officers and directors as described under "Past Contacts, Transactions, Negotiations and Agreements" in Item 3 above.

        Inlight of the factors described above, the Dova Board unanimously determined that the Offer is advisable, fair to and in the best interest of Dova and its stockholders, and unanimouslyrecommends that the holders of Shares accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

Intent to Tender

        To Dova's knowledge, after making reasonable inquiry, all of Dova's executive officers and directors currently intend to validly tender (and notwithdraw) or cause to be validly tendered (and not withdrawn) pursuant to the Offer all Shares held of record or beneficially owned by such persons immediately prior to the expiration of the Offer, asit may be extended (other than Shares for which such holder does not have discretionary authority). The foregoing does not include any Shares over which, or with respect to which, any such executiveofficer or director acts in a fiduciary or representative capacity or is subject to the instructions of a third party with respect to such tender.

Executive Officer and Director Arrangements Following the Merger

        See "Item 3. Past Contacts, Transactions, Negotiations and Agreements—Employment Agreements withExecutive Officers" above.

Projected Financial Information

        Dova does not, as a matter of course, make public disclosure of detailed forecasts or projections of its expected financial performance forextended periods given, among other things, the inherent difficulty of predicting future periods and the likelihood that the underlying assumptions andestimates may prove not to be appropriate. However, in connection with Dova's exploration of strategic opportunities as described in more detail in the section of this Schedule 14D-9 titled"—Background of the Offer and the Merger" above, Dova's senior management prepared certain non-public, unaudited prospective financialinformation which was provided to and approved by the Dova Board on September 13, 2019.

        Thenon-public, unaudited prospective financial information approved for use by the Dova Board included information for calendar years 2019 through 2030 as set forth below (collectively,the "Management Projections"). The Management Projections also were provided to Dova's financial advisors, Jefferies and Evercore, for their use andreliance in connection with their respective financial analyses and opinions as described in the section of this Schedule 14D-9 titled "—Opinions of Dova'sFinancial Advisors" below.

        TheManagement Projections were prepared by Dova on a stand-alone basis and do not take into account the Transactions, including any costs incurred in connection with the Offer or theother transactions contemplated thereby or any changes to Dova's operations or strategy that may be implemented after the completion of the Merger. As a result, actual results likely will differ, andmay differ materially, from those reflected in the Management Projections.

        Theinformation and table set forth below are included solely to give Dova's stockholders access to relevant portions of the Management Projections and are not included in thisSchedule 14D-9 to influence any Dova stockholder to tender Shares or for any other purpose. Dova makes and has made no representations to Sobi or Purchaser, in the Merger Agreement orotherwise, concerning any projected financial information.

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Management Projections

 
 Fiscal Year Ending December 31,   
  
  
 
($ in millions)
 2019E  2020P  2021P  2022P  2023P  2024P  2025P  2026P  2027P  2028P  2029P  2030P  

CLD

 $3.8 $4.0 $7.1 $11.9 $17.4 $24.0 $31.6 $39.6 $47.4 $54.8 $62.0 $6.2 

ITP

  8.2  50.7  75.5  103.0  133.4  166.9  199.8  214.3  226.6  239.5  253.3  25.3 

CIT

      5.3  30.9  60.8  99.8  150.4  205.6  255.1  295.7  330.1  33.0  

Total Product Revenue

 $11.9 $54.7 $87.9 $145.8 $211.5 $290.7 $381.8 $459.5 $529.1 $590.1 $645.4 $64.5 

License / Milestone Revenue

 $1.9 $9.0 $5.5   $3.0               

Total Revenue

 $13.8 $63.7 $93.4 $145.8 $214.5 $290.7 $381.8 $459.5 $529.1 $590.1 $645.4 $64.5 

Total Revenue (Probability-Adjusted)(1)

 $13.8 $62.8 $91.0 $138.1 $198.3 $265.7 $344.2 $408.1 $465.3 $516.2 $562.9 $56.3 

Gross Profit(1)

 $12.3 $50.7 $74.7 $117.4 $136.8 $187.2 $322.0 $380.8 $433.5 $480.4 $523.4 $53.0 

Operating Income(1)(2)

 $(80.8)$(55.8)$(37.7)$4.4 $21.4 $67.5 $202.4 $256.2 $303.8 $345.4 $383.2 $38.9 

(1)
Includesrevenue from projected product sales and milestone payments related to the CIT indication currently in phase 3 trials assuming a 75% probability ofsuccessful regulatory approval.

(2)
Unleveredfree cash flow of ($50.2), ($30.1), $8.9, $24.8, $65.8, $192.6, $202.9, $231.9, $264.4, $293.5 and $116.0 for fiscal years 2020, 2021, 2022, 2023, 2024,2025, 2026, 2027, 2028, 2029 and 2030, respectively, was arithmetically derived by Jefferies based on projections provided to Jefferies by Dova's management (including as to net operating losscarryforwards). In addition, unlevered free cash flow of ($63.0), ($43.0), ($4.2), $11.6, $53.4, $179.1, $188.5, $218.3, $250.6, $279.6 and $113.8 for fiscal years 2020, 2021, 2022, 2023, 2024, 2025,2026, 2027, 2028, 2029 and 2030, respectively, was arithmetically derived by Evercore based on projections provided to Evercore by Dova's management (including as to net operating loss carryforwards).

Important Information about the Management Projections.

        The Management Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accountingprinciples ("GAAP"), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by theAmerican Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the ManagementProjections were relied upon by the Dova Board in connection with its consideration of the Offer, the Merger and the Offer Price and were approved by the Dova Board for use by Dova's financialadvisors in connection with their respective analyses and opinions. While Dova believes that such non-GAAP financial measures provide useful supplemental information in analyzing Dova's financialresults, there are limitations associated with the use of such financial measures. Suchnon-GAAP measures as used by Dova may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financialinformation presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAPfinancial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed Transactions if the disclosure is includedin a document such as this Schedule 14D-9. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Dova Board orDova's financial advisors in connection with the Offer or the Merger. Accordingly, Dova has not provided a reconciliation of the financial measures included in the Management Projections to therelevant GAAP financial measures. The Management Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they wereprepared, including the announcement of the Offer and the Merger.

        Whilethe Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and assumptions that are inherently uncertain andmay be beyond Dova management's control. Further, given that the Management Projections cover multiple

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years,by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in suchprojections not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the inability to complete the Offeror Merger, or the failure to satisfy other conditions to completion of the Offer or the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the completionof the Merger, and risks and uncertainties pertaining to our business, including the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the ability to achievethe Management Projections may depend on, in part, whether or not strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projectionswere based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions thatmay not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherentuncertainty of the business and economic conditions affecting the industry in which Dova operates, and the risks and uncertainties described in the section of this Schedule 14D-9 titled"Cautionary Statements Regarding Forward-Looking Statements", all of which are difficult or impossible to predict and many of which are beyond ourcontrol. The Management Projections also reflect assumptions by Dova management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actualresults, revised prospects for the Dova business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipatedwhen such projections were prepared.

        Accordingly,there can be no assurance that the Management Projections will be realized, and actual results may differ, and may differ materially, from those shown. The ManagementProjections are included in this Schedule 14D-9 to give stockholders access to non-public information that was provided to the Dova Board and Dova's financial advisors in the course ofevaluating the Offer and the Merger, and are not intended to influence the decision of any Dova stockholder whether to tender his, her or its Shares in the Offer. The inclusion of the ManagementProjections in this Schedule 14D-9 should not be regarded as an indication that any of Dova, Sobi, Purchaser or any of their respective affiliates, officers, directors, advisors or otherrepresentatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of Dova, Sobi,Purchaser or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Management Projections. Noneof Dova, Sobi, Purchaser or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regardingthe ultimate performance of Dova compared to the information contained in the Management Projections or that forecasted results will be achieved.

        Inaddition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of thisSchedule 14D-9, and except as required by applicable securities laws, Dova does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflectcircumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be inappropriate.

        TheManagement Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Dova included in thisSchedule 14D-9 and in Dova's other public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not toplace undue reliance on the Management Projections.

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Opinions of Dova's Financial Advisors

Opinion of Jefferies LLC

        The Company has retained Jefferies as a financial advisor in connection with the Offer and the Merger. In connection with this engagement, theDova Board requested that Jefferies evaluate the fairness, from a financial point of view, of the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respectiveaffiliates) in the Offer and the Merger, taken together as an integrated transaction, pursuant to the Merger Agreement and the CVR Agreement. At a meeting of the Dova Board held onSeptember 29, 2019 to evaluate the Offer and the Merger, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated September 29, 2019, to the Dova Board to theeffect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described inits opinion, the Consideration to be received by holders of Shares (other than Sobi, Purchaser and their respective affiliates) in the Offer and the Merger, taken together as an integratedtransaction, pursuant to the Merger Agreement and the CVR Agreement was fair, from a financial point of view, to such holders.

        Thefull text of Jefferies' opinion, which describes various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken byJefferies, is attached as Annex A to this Schedule 14D-9 and is incorporated herein by reference. Jefferies' opinion was provided for the use and benefit of theDova Board (in its capacity as such) in its evaluation of the Consideration from a financial point of view and did not address any other aspect of the Offer, the Merger or any other matter. Jefferies'opinion did not address the relative merits of the Offer, the Merger or other Transactions as compared to any alternative transaction or opportunity that might be available to the Company, nor did itaddress the underlying business decision by the Company to engage in the Offer or the Merger. Jefferies' opinion did not constitute a recommendation as to how the Dova Board should vote, and does notconstitute a recommendation as to whether any securityholder should tender Shares in the Offer or how any securityholder should act, with respect to the Offer, the Merger or any othermatter. The following summary is qualified in its entirety by reference to the full text of Jefferies' opinion.

        Inarriving at its opinion, Jefferies, among other things:

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        Inits review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy andcompleteness of allfinancial and other information that was supplied or otherwise made available by the Company or that was publicly available to Jefferies (including, without limitation, the information describedabove) or otherwise reviewed by Jefferies. Jefferies relied on assurances of the management and other representatives of the Company that they were not aware of any facts or circumstances that wouldmake such information incomplete, inaccurate or misleading. In its review, Jefferies did not obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued,derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities, of the Company or any other entity and Jefferies was not furnishedwith, and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies' analyses and opinion also did not consider any actual or potential arbitration,litigation, claims, investigations or other proceedings to which the Company or any of its affiliates were or in the future may be a party or subject.

        Withrespect to the financial forecasts and estimates provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject touncertainty. However, Jefferies was advised, and Jefferies assumed, that the financial forecasts and estimates relating to the Company (including as to certain tax attributes of the Company on astandalone basis) that Jefferies was directed to utilize for purposes of its analyses and opinion were reasonably prepared on bases reflecting the best currently available estimates and good faithjudgments of the management of the Company as to, and Jefferies assumed that they were an appropriate basis upon which to evaluate, the future financial performance of the Company and the othermatters covered thereby. Jefferies expressed no opinion as to any financial forecasts or estimates or the assumptions on which they were based.

        Jefferiesrelied upon the assessments of the management of the Company as to, among other things, (i) the potential impact on the Company of market, competitive and otherconditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the biopharmaceutical industry, including with respect to thepricing of and/or reimbursement for pharmaceutical products, (ii) matters relating to Doptelet, the potential use and indications for such product, related technology and intellectual propertyand regulatory approval processes and risks, including with respect to the probability and timing for achieving the Company's expected use and indications for such product, the development, clinicaltesting, manufacturing and commercialization of such product and related use and indications, the validity and duration of licenses and patents and the potential for generic competition, and(iii) the Company's existing and future agreements and arrangements with, and ability to attract, retain and/or replace, key employees and consultants, customers, suppliers and other commercialand collaboration relationships, including financial and other terms and ongoing obligations associated with the Company's collaboration, licensing, royalty and other agreements and arrangements.Jefferies assumed that there would not be any developments with respect to any such matters that would be meaningful in any respect to Jefferies' analyses or opinion.

        Jefferies'opinion was based on economic, monetary, regulatory, market and other conditions existing, and which could be evaluated, as of the date of Jefferies' opinion. Jefferiesexpressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which Jefferies becomes aware after the date of its opinion. As theDova Board was aware, the credit, financial and stock markets, and the industry in which the Company operates, have experienced and may continue to experience volatility and Jefferies expressed noview or opinion as to any potential effects of such volatility on the Company, the Offer or the Merger.

        Jefferiesmade no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to the Company,the Offer or the

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Mergerand Jefferies assumed the correctness in all respects meaningful to its analyses and opinion of all legal, regulatory, accounting and tax advice given to the Company and/or the Dova Board,including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company,the Offer or the Merger and legal, regulatory, accounting and tax consequences to the Company or its securityholders of the terms of, and transactions contemplated by, the Merger Agreement, CVRAgreement and related documents. Jefferies assumed that the Offer and the Merger would be consummated in accordance with their respective terms without waiver, modification or amendment of anymaterial term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that, in the course of obtaining the necessary governmental, regulatory orthird-party approvals, consents, waivers and releases for the Offer or the Merger, including with respect to any divestitures or other requirements, no delay, limitation, restriction or conditionwould be imposed or occur that would have an adverse effect on the Company, the Offer or the Merger or that otherwise would be meaningful in any respect to Jefferies' analyses or opinion. Jefferiesalso assumed that the final Merger Agreement and related CVR Agreement, when signed by the parties thereto, would not differ from the execution version of the Merger Agreement and form of the CVRAgreement reviewed by Jefferies in any respect meaningful to Jefferies' analyses or opinion.

        Jefferies'opinion did not address the relative merits of the Offer, the Merger or other Transactions as compared to any alternative transaction or opportunity that might be available tothe Company, nor did it address the underlying business decision by the Company to engage in the Offer or the Merger or the terms of the Merger Agreement, CVR Agreement or the documents referred totherein, including the form or structure of the Consideration, the Offer or the Merger or any term, aspect or implication of any Support Agreements or other agreements, arrangements or understandingsentered into in connection with, or contemplated by or resulting from, the Offer, the Merger or otherwise. Jefferies' opinion was limited to the fairness, from a financial point of view, of theConsideration to holders of Shares (to the extent expressly specified in such opinion), without regard to individual circumstances of specific holders (whether by virtue of control, voting, liquidity,contractual arrangements or otherwise) which may distinguish such holders or the securities of the Company held by such holders, and Jefferies' opinion did not in any way address proportionateallocation or relative fairness. Jefferies was not asked to, and its opinion did not, address the fairness, financial or otherwise, of any consideration to the holders of any class of securities,creditors or other constituencies of the Company or any other party. Jefferies expressed no view or opinion as to the actual value of the Milestone Payment if and when paid or the prices at whichShares or any other securities of the Company may trade or otherwise be transferable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise,of the amount or nature of any compensation or other consideration payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the Offer orthe Merger relative to the Consideration or otherwise. The issuance of Jefferies' opinion was authorized by Jefferies' fairness committee.

        Inconnection with rendering its opinion to the Dova Board, Jefferies performed a variety of financial and comparative analyses, including those described below. The following summary isnot a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involvingsubjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies analysis summarized below, no company used as acomparison was identical or directly comparable to the Company. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and otherfactors that could affect the public trading, acquisition or other values of the companies concerned.

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        Jefferiesbelieves that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on informationpresented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlyingJefferies' analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at itsultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

        Theestimates of the future performance of the Company in or underlying Jefferies' analyses are not necessarily indicative of future results or values, which may be significantly more orless favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond thecontrol of the Company. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securitiesactually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantialuncertainty and should not be taken as Jefferies' view of the actual value of the Company or its businesses or securities.

        Theterms of the Offer and the Merger were determined through negotiations between the Company and Sobi, and the decision by the Company to enter into the Merger Agreement was solelythat of the Dova Board. Jefferies' opinion and financial analyses were only one of many factors considered by the Dova Board and should not be viewed as determinative of the views of the Dova Board orthe Company's management with respect to the Offer, the Merger or the consideration payable in the Offer and the Merger.

Financial Analyses

        The summary of the financial analyses described in this section entitled "—FinancialAnalyses" is a summary of the material financial analyses reviewed with the Dova Board and performed by Jefferies in connection with its opinion. Thefinancial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies' financial analyses, the tables must be read together with the text of eachsummary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses,including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies' financial analyses. The order in which the financial analyses summarizedbelow appear does not necessarily reflect the relative importance or weight given to such analyses. For purposes of the financial analyses described below, the term "impliedConsideration" refers to the $27.50 per Share cash amount payable in the Offer and the Merger and, with respect to the $1.50 per Share contingent cash payment, the implied present value (as ofDecember 31, 2019) of such contingent payment based on probability-weighted estimates of the Company's management assuming, per the Company's management, an August 15, 2021 regulatoryapproval date for a new indication with respect to Doptelet for the treatment of CIT.

        Selected Public Companies Analysis.    Jefferies reviewed publicly available financial, stock market and operating information of theCompany and thefollowing eight selected publicly traded companies in the biopharmaceutical industry that Jefferies considered generally relevant for purposes of analysis, collectively referred to as the selectedcompanies:

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        Jefferiesreviewed, among other information and to the extent publicly available, enterprise values of the selected companies, calculated as fully diluted equity values based on closingstock prices on September 27, 2019 plus total debt (including capital leases) and preferred equity (as applicable) less cash and cash equivalents and short-term investments, as a multiple ofcalendar year 2020, calendar year 2021 and calendar year 2022 estimated revenue. Financial data of the selected companies were based on publicly available research analysts' estimates, public filingsand other publicly available information. Financial data of the Company was based on probability-weighted estimates of the Company's management.

        Theoverall low to high calendar year 2020, calendar year 2021 and calendar year 2022 estimated revenue multiples observed for the selected companies were 2.6x to 10.1x (with a median of4.8x), 1.5x to 7.9x (with a median of 4.2x) and 0.9x to 4.2x (with a median of 2.8x), respectively. Jefferies applied selected ranges derived from the selected companies of calendar year 2020,calendar year 2021 and calendar year 2022 estimated revenue multiples of 4.5x to 5.5x, 3.5x to 4.5x and 2.5x to 3.5x, respectively, to corresponding data of the Company. This analysis indicated thefollowing approximateimplied per Share equity value reference ranges for the Company, as compared to the implied Consideration:

Implied Per Share Equity Value Reference Ranges Based on:   
 
 Implied Consideration  
CY2020E Revenue  CY2021E Revenue  CY2022E Revenue  
$10.99 - $12.99 $11.87 - $14.72 $12.98 - $17.35 $28.43 

        Discounted Cash Flow Analysis.    Jefferies performed a discounted cash flow analysis of the Company by calculating the estimated presentvalue of thestandalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2020 through December 31, 2030 based onprobability-weighted and tax-affected estimates of the Company's management (inclusive of the Company's net operating loss carryforwards). The implied terminal value of the Company was derived byapplying a selected range of perpetuity growth rates of (20.0%) to 0.0% to the Company's normalized unlevered after-tax free cash flow for the calendar year ending December 31, 2030. Thepresent values (as of December 31, 2019) of the cash flows and terminal values were then calculated using a selected discount rate range of 11.7% to 12.7%. This analysis indicated the followingapproximate implied per Share equity value reference range for the Company, as compared to the implied Consideration:

Implied Per Share Equity Value Reference Range  Implied Consideration  

$18.21 - $21.15

 $28.43 

Certain Additional Information

        Jefferies observed certain additional information that was not considered part of Jefferies' financial analysis with respect to its opinion butwas noted for informational purposes, including the implied premiums paid or proposed to be paid (other than with respect to contingent consideration) in selected merger and acquisition transactionsinvolving publicly traded biopharmaceutical target companies announced from January 1, 2013 through September 27, 2019 with transaction values of $500 million to $2 billionand cash consideration of at least 80% of the total consideration. Applying a selected range of implied premiums of approximately 27.1% to 79.0% (reflecting the overall 25th and75th percentile

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impliedpremiums derived from such transactions based on the closing stock prices of the target companies involved in such transactions one trading day prior to public announcement of suchtransactions or prior to market speculation of a potential acquisition of the target company, as applicable) to the closing price of Shares on September 27, 2019 indicated an approximateimplied equity value reference range for the Company of approximately $25.65 to $36.14 per Share.

Miscellaneous

        The Company has agreed to pay Jefferies for its financial advisory services in connection with the Offer and the Merger an aggregate feecurrently estimated to be approximately $11.5 million, of which a portion was payable upon delivery of Jefferies' opinion to the Dova Board and approximately $9.5 million is payablecontingent upon consummation of the Offer. Jefferies also is entitled to an additional fee, currently estimated to be approximately $1.5 million, upon payment of the Milestone Payment ifpayable. In addition, the Company agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies' engagement and to indemnify Jefferies andrelated parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under itsengagement.

        Asthe Dova Board was aware, Jefferies and its affiliates in the past have provided and in the future may provide financial advisory and/or financing services to the Company and/orcertain of its affiliatesunrelated to the Offer or the Merger, for which services Jefferies and its affiliates have received and would expect to receive compensation, including, during approximately the two-year period priorto the date of Jefferies' opinion, having acted as joint bookrunning manager for an equity offering of the Company, for which services Jefferies and its affiliates received aggregate fees ofapproximately $2 million. As the Dova Board also was aware, Jefferies and its affiliates in the past have provided and in the future may provide financial advisory and financing services toSobi and/or certain of its affiliates, for which services Jefferies and its affiliates have received and would expect to receive compensation, including, during approximately the two-year period priorto the date of Jefferies' opinion, having acted as financial advisor to Sobi in connection with an asset acquisition, for which services Jefferies and its affiliates received aggregate fees ofapproximately $8 million. Jefferies maintains a market in the securities of the Company and, in the ordinary course of business, Jefferies and its affiliates may trade or hold securities orfinancial instruments (including loans and other obligations) of the Company, Sobi and/or their respective affiliates for Jefferies' own account and for the accounts of Jefferies' customers and,accordingly, may at any time hold long or short positions or otherwise effect transactions in those securities or financial instruments.

        Jefferieswas selected as a financial advisor to the Company in connection with the Offer and the Merger because, among other things, Jefferies is an internationally recognizedinvestment banking firm with substantial experience in merger and acquisition transactions and based on its familiarity with the Company and its business. Jefferies is regularly engaged in thevaluation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlistedsecurities and private placements.

Opinion of Evercore Group L.L.C.

        The Company retained Evercore to act as a financial advisor in connection with a possible sale or merger involving the Company. As part of thisengagement, the Company requested that Evercore evaluate the fairness, from a financial point of view, of the Consideration to be received by the holders of Shares in the Offer and the Merger. At ameeting of the Dova Board held on September 29, 2019, Evercore rendered to the Dova Board its opinion to the effect that, as of that date and based upon and subject to the assumptions,limitations, qualifications and conditions described in Evercore's opinion, the Consideration to be received by the holders of Shares in the Offer and the Merger was fair, from a financial point ofview, to such holders.

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        The full text of the written opinion of Evercore, dated September 29, 2019, which sets forth, among other things, the procedures followed, assumptionsmade, matters considered and qualifications andlimitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this Schedule 14D-9 and is incorporated herein by reference. The Company encourages youto read this opinion carefully and in its entirety. Evercore's opinion was addressed to, and provided for the information and benefit of, the Dova Board (in its capacity as such) in connection withits evaluation of the proposed Offer and the Merger. The opinion does not constitute a recommendation to the Dova Board or to any other persons in respect of the Offer and the Merger, including as towhether any holder of Shares should tender shares pursuant to the Offer or how such holder should vote or act in respect of the Offer and the Merger. Evercore's opinion does not address the relativemerits of the Offer and the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company toengage in the Offer and the Merger.

        Inconnection with rendering its opinion Evercore, among other things:

        Forpurposes of Evercore's analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of theinformation supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liabilityfor any independent verification of such information), and further relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would makesuch information inaccurate or misleading. With respect to the Company Forecasts, Evercore assumed with the consent of the Dova Board that they have been reasonably prepared on bases reflecting the

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bestcurrently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby. Evercore alsorelied, at the direction of the Company, upon the assessment of management of the Company as to the probability of achieving the required approval giving rise to the payment of the Milestone Paymentand the expected timing of achieving such approval and the corresponding payment. Evercore expressed no view as to the Company Forecasts, the probability of achieving the required approval giving riseto the payment of the Milestone Payment, the expected timing of the achievement of such approval and the corresponding payment, or the assumptions on which they are based.

        Forpurposes of Evercore's analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement, Support Agreements and CVRAgreement would not differ from the drafts thereof reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each partywould perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Offer and the Merger would be satisfiedwithout waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for theconsummation of the Offer and the Merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Offer andthe Merger or reduce the contemplated benefits to the holders of Shares of the Offer and the Merger.

        Evercoredid not conduct a physical inspection of the properties or facilities of the Company and did not make or assume any responsibility for making any independent valuation orappraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor was Evercore furnished with any such valuations orappraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion wasnecessarily based upon information made available to Evercore as of the date thereof and financial, economic, market and other conditions as they existed and as could be evaluated on the date thereof.It was understood that subsequent developments may affect its opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

        Evercorewas not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Shares, from a financial point of view, of theConsideration. Evercore did not express any view on, and Evercore's opinion did not address, the fairness of the proposed Offer and the Merger to, or any consideration received in connection therewithby, the holders of any other class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any ofthe officers, directors or employees of the Company, or any class of such persons, whether relative to the Consideration or otherwise. Evercore was not asked to, nor did it express any view on, andEvercore's opinion did not address, any other term or aspect of the Merger Agreement, the Support Agreements, the CVR Agreement or the Offer and the Merger, including, without limitation, thestructure or form of the Offer and the Merger or the form or terms of the CVR with respect to transferability, illiquidity orotherwise, 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 Agreement. Evercore's opinion didnot address the relative merits of the Offer and the Merger as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying businessdecision of the Company to engage in the Offer and the Merger. Evercore's opinion did not constitute a recommendation to the Dova Board or to any other persons in respect of the Offer and the Merger,including as to whether any person should tender Shares in the Offer or take any other action in respect of the Offer or the Merger. Evercore is not a legal, regulatory, accounting or tax expert and

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assumedthe accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

        Setforth below is a summary of the material financial analyses reviewed by Evercore with the Dova Board on September 29, 2019 in connection with rendering its opinion. Thefollowing summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not representrelative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on marketdata that existed on or before September 27, 2019 (the last trading date prior to the rendering of Evercore's opinion), and is not necessarily indicative of current market conditions.

        Forpurposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existedand could be evaluated as of the date of its opinion, many of which are beyond the control of the Company. The estimates contained in Evercore's analyses and reviews, and the ranges of valuationsresulting from any particular 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 thanthose suggested by Evercore's analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect theprices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore's analyses and reviews are inherently subject tosubstantial uncertainty.

        The following summary of Evercore's financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tablesshould be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore's financial analyses. Consideringthe tables below without considering the full narrative description of Evercore's financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading orincomplete view of such analyses.

Summary of Evercore's Financial Analyses

Calculation of Implied Consideration Value

        Evercore calculated an implied probability-adjusted present value per Share of $0.92 per CVR by applying a discount rate of 12%, which was basedon the median estimate of the Company's weighted average cost of capital (as further described under "Discounted Cash Flow Analysis" below), to a probability-adjusted estimate as ofDecember 31, 2019 of the amount and timing of the Milestone Payment reflecting management of the Company's estimate as to the probability and timing of achieving the approval required pursuantto the CVR Agreement. Evercore added this $0.92 per Share implied probability-adjusted present value per CVR to the $27.50 per Share in cash to be received by holders of Shares in the Offer and theMerger to derive an implied consideration value of $28.42 per Share (the "Implied Consideration Value").

Selected Public Company Trading Analysis

        Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the followingselected publicly traded companies in the biopharma industry (the "selected companies"):

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        Foreach of the selected companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, lesscash and cash equivalents) as a multiple of estimated revenue for calendar years 2020 through 2023 (referred to below as "TEV / 2020E Revenue," "TEV / 2021E Revenue,""TEV / 2022E Revenue" and "TEV / 2023E Revenue," respectively), based on closing share prices as of September 27, 2019. Estimated financial data of the selectedcompanies were based on publicly available research analysts' estimates.

        Thisanalysis indicated the following:

Lower-Growth Companies

 
 Total Enterprise Value / Revenue
Multiple
 
Benchmark
 High  Low  Mean  Median  

TEV / 2020E Revenue

  4.7x  0.9x  2.8x  2.9x 

TEV / 2021E Revenue

  4.4x  0.9x  2.6x  2.6x 

TEV / 2022E Revenue

  4.7x  0.7x  2.5x  2.3x 

TEV / 2023E Revenue

  3.9x  0.6x  2.2x  2.2x 

Higher-Growth Companies

 
 Total Enterprise Value / Revenue
Multiple
 
Benchmark
 High  Low  Mean  Median  

Including Rigel Pharmaceuticals, Inc.

             

TEV / 2020E Revenue*

  11.7x  2.1x  6.5x  6.0x 

TEV / 2021E Revenue

  10.9x  1.3x  5.3x  3.7x 

TEV / 2022E Revenue

  6.4x  0.8x  2.6x  2.0x 

TEV / 2023E Revenue

  3.3x  0.6x  1.6x  1.3x 

Excluding Rigel Pharmaceuticals, Inc.

             

TEV / 2020E Revenue*

  11.7x  4.7x  7.9x  7.3x 

TEV / 2021E Revenue

  10.9x  3.7x  6.2x  5.2x 

TEV / 2022E Revenue

  6.4x  1.9x  3.1x  2.1x 

TEV / 2023E Revenue

  3.3x  1.2x  1.8x  1.4x 

*
High,low, mean and median multiples exclude multiple for Reata Pharmaceuticals, Inc., which was greater than 30.0x and which Evercore considered notmeaningful.

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        Basedon the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied a revenue multiple reference range of 6.0x to 9.0x tothe Company's estimated revenue in calendar year 2021 based on the Company Forecasts. Based on this range of implied total enterprise values, the Company's estimated net debt (calculated as total debtless cash and cash equivalents) as of December 31, 2019, and the number of fully diluted Shares as of August 31, 2019, in each case as provided by the Company's management, this analysisindicated a range of implied equity values per Share of $18.30 to $26.59, compared to the Implied Consideration Value of $28.42 per Share.

        Evercorealso applied a revenue multiple reference range of 2.5x to 4.5x to the Company's estimated revenue in calendar year 2026 based on the Company Forecasts to calculate theCompany's estimated total enterprise value in the year 2026, and then discounted to present value the range of 2026 total enterprise values using a discount rate of 12%, which was based on the medianestimate of the Company's weighted average cost of capital. Based on this range of implied total enterprise values, the Company's estimated net debt (calculated as total debt less cash and cashequivalents) as of December 31, 2019, and the number of fully diluted Shares as of August 31, 2019, in each case as provided by the Company's management, this analysis indicated a rangeof implied equity values per Share of $17.42 to $29.94, compared to the Implied Consideration Value of $28.42 per Share.

        Althoughnone of the selected companies is directly comparable to the Company, Evercore selected these companies because they are publicly traded biopharma companies that Evercore, inits professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments andassumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies' financial, businessand operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regardingmany factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, isnot in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

        Evercore reviewed financial information related to twelve selected transactions announced since 2014 involving publicly-traded target companiesin the biopharma industry with anaggregate transaction value between $250 million and $1 billion (the "selected transactions"). The selected transactions reviewed by Evercore, and the month and year each was announced,were as follows:

Month and Year Announced
 Acquiror  Target
March 2019 Biogen Inc. Nightstar Therapeutics plc
February 2019 Ipsen S.A. Clementia Pharmaceuticals Inc.
April 2018 Alexion Pharmaceuticals, Inc. Wilson Therapeutics A.B. (publ)
January 2018 Seattle Genetics, Inc. Cascadian Therapeutics, Inc.
January 2018 Takeda Pharmaceutical Company Limited TiGenix N.V.
January 2017 Eli Lilly and Company CoLucid Pharmaceuticals, Inc.
September 2016 Allergan plc Vitae Pharmaceuticals, Inc.
September 2016 Horizon Therapeutics Public Ltd Co Raptor Pharmaceuticals Corp.
August 2016 Sumitomo Dainippon Pharma Co., Ltd Cynapsus Therapeutics Inc.
May 2016 Arbor Pharmaceuticals, Inc. XenoPort, Inc.
January 2016 Acorda Therapeutics, LLC Biotie Therapies Corp.
November 2014 BioMarin Pharmaceutical Inc. Prosensa Holding N.V.

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        Foreach selected transaction, Evercore calculated the implied enterprise value (defined as the target company's implied equity value based on the consideration paid or proposed to bepaid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents). Estimated financial data of the selected transactions were based onpublicly available information at the time of announcement of the relevant transaction. Using publicly available information, Evercore calculated the premium paid in each transaction as the percentageby which the per share consideration paid or proposed to be paid in each such transaction (excluding any contingent consideration) exceeded the closing market prices per share of the target companiesone day, one week and four weeks prior to announcement of each transaction or public reports or market speculation concerning a potential transaction involving the target company.

        Thisanalysis indicated the following:

Premiums Paid to Closing Market Price
 High  Low  Mean  Median  

1-Day Prior

  159.3% 33.2% 81.1% 69.9%

1-Week Prior

  163.5% 38.6% 84.3% 76.8%

4-Weeks Prior

  158.4% 28.6% 91.5% 86.3%

        Basedon the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 60% to 90% to the closing price per Share of $20.19 as ofSeptember 27, 2019 (the last trading day prior to the public announcement of the Offer and the Merger), and a premium range of 60% to 90% to the closing price per Share of $15.10 as ofSeptember 20, 2019 (one week before the last trading day prior to the public announcement of the Offer and the Merger). This analysis indicated a range of implied equity values per Share of$32.30 to $38.36 and $24.16 to $28.69, respectively, compared to the Implied Consideration Value of $28.42 per Share.

        Althoughnone of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company and none of the selected transactions is directlycomparable to the Offer and the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, consideredgenerally relevant to the Company for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic andmarket conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factorsrelevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is notentirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in theselected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data ofthe selected transactions.

Discounted Cash Flow Analysis

        Evercore performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered,after-tax free cash flows that the Company was forecasted to generate during the calendar years 2020 through 2030 based on the Company Forecasts (inclusive of the Company's net operating losscarryforwards). Evercore calculated terminal values for the Company by applying perpetuity growth rates of (15%) to (5%), which range was selected based on Evercore's professional judgment andexperience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the Company Forecasts. The cash flows and terminal values ineach case were then discounted to present value as of December 31, 2019, using the mid-year discounting convention, and using discount rates ranging from 11% to 13%, which were based on anestimate of the Company's weighted average cost of capital. Based on this range of

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impliedenterprise values, the Company's estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2019, and the number of fully diluted Shares as ofAugust 31, 2019, in each case as provided by the Company's management, this analysis indicated a range of implied equity values per Share of $14.94 to $18.16, compared to the ImpliedConsideration Value of $28.42 per Share.

Other Factors

        Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but werereferenced for informational purposes only, including, among other things, the following:

Last 52-Week Trading Range

        Evercore reviewed historical trading prices of the Shares during the twelve month period ended September 27, 2019, noting that the lowand high intraday trading prices during such period ranged from $5.62 to $22.01 per Share, respectively.

Equity Research Analyst Price Targets

        Evercore reviewed selected public market trading price targets for the Shares prepared and published by equity research analysts that werepublicly available as of September 27, 2019, the last full trading day prior to the delivery by Evercore of its opinion to the Dova Board. These price targets reflect analysts' estimates of thefuture public market trading price of the Shares at the time the price target was published. As of September 27, 2019, the range of selected equity research analyst price targets per Share was$16.00 to $45.00 per Share, with a median and mean price target of $27.00 and $28.00 per Share, respectively. Public market trading price targets published by equity research analysts do notnecessarily reflect current market trading prices for the Shares and these target prices and the analysts' earnings estimates on which they were based are subject to risk and uncertainties, includingfactors affecting the financial performance of the Company and future general industry and market conditions.

Miscellaneous

        The foregoing summary of Evercore's financial analyses does not purport to be a complete description of the analyses or data presented byEvercore to the Dova Board. In connection with the review of the Offer and the Merger by the Dova Board, Evercore performed a variety of financial and comparative analyses for purposes of renderingits opinion. 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 thesummary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore's opinion. In arriving at its fairness determination,Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather,Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given variousanalyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As aresult, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value ofthe Shares. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

        Evercoreprepared these analyses for the purpose of providing an opinion to the Dova Board as to the fairness, from a financial point of view, of the Consideration to be received by theholders of

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Sharesin the Offer and the Merger. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimatescontained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimatesused in, and the results derived from, Evercore's analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different fromthose forecasted in such estimates.

        Evercore'sfinancial advisory services and its opinion were provided for the information and benefit of the Dova Board (in its capacity as such) in connection with its evaluation of theproposed Offer and the Merger. The issuance of Evercore's opinion was approved by an Opinion Committee of Evercore.

        Evercoredid not recommend any specific amount of consideration to the Dova Board or the Company's management or that any specific amount of consideration constituted the onlyappropriate consideration in the Offer and the Merger for the holders of Shares.

        Pursuantto the terms of Evercore's engagement letter with the Company, the Company has agreed to pay Evercore a fee for its services in the amount of approximately $3 million, ofwhich $1 million was paid upon delivery of Evercore's opinion, and the balance of which will be payable contingent upon the consummation of the Offer. The Company has also agreed to reimburseEvercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

        Duringthe two-year period prior to the date of its opinion, Evercore and its affiliates have provided certain capital markets services to the Company in connection with an offering ofits securities, and received fees for the rendering of these services of an amount between $1 and $2 million. In addition, during the two-year period prior to the date of its opinion, Evercoreand its affiliates have not been engaged to provide financial advisory or other services to Sobi and Evercore has not received any compensation from Sobi during such period. Evercore may providefinancial advisory or other servicesto the Company and Sobi in the future, and in connection with any such services Evercore may receive compensation.

        Evercoreand its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions,equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or itsor their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade orotherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relatingto the Company or its affiliates, Sobi, potential parties to a transaction involving the Company and their respective affiliates or persons that are competitors, customers or suppliers of the Company.

        TheCompany engaged Evercore to act as a financial advisor based on Evercore's qualifications, experience and reputation. Evercore is an internationally recognized investment bankingfirm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Item 5.    Person/Assets, Retained, Employed, Compensated or Used

        NeitherDova nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to thestockholders of Dova on its behalf with respect to the Offer, the Merger or related matters.

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Item 6.    Interest in Securities of the Subject Company.

        Notransactions with respect to shares of Dova common stock have been effected during the 60 days prior to the date of this Schedule 14D-9 by Dova or, toDova's knowledge after making reasonable inquiry, by any of its executive officers, directors, affiliates or subsidiaries, other than:

Name
 Date of
Transaction
 Number of
Shares
 Price Per
Share ($)
 Nature of Transaction

Paul B. Manning

  08/09/2019  28,062  15.87(1)Purchase of common stock.

Kevin Laliberte

  09/25/2019  3,100  20.00 Sale of common stock pursuant to a Rule 10b5-1 trading plan.

  09/30/2019  3,696  28.00 Sale of common stock pursuant to a Rule 10b5-1 trading plan.

Jason Hoitt

  09/30/2019  2,387  28.00 Sale of common stock pursuant to a Rule 10b5-1 trading plan solely to cover tax withholding obligations related to RSU vesting.

Mark Hahn

  09/30/2019  775  28.00 Sale of common stock pursuant to a Rule 10b5-1 trading plan solely to cover tax withholding obligations related to RSU vesting.

Lee Allen

  09/30/2019  978  28.00 Sale of common stock pursuant to a Rule 10b5-1 trading plan solely to cover tax withholding obligations related to RSU vesting.

David Zaccardelli

  10/01/2019  5,275  27.90(2)Sale of common stock pursuant to a Rule 10b5-1 trading plan solely to cover tax withholding obligations related to RSU vesting.

(1)
Theprice reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.40 to $16.00, inclusive.

(2)
Theprice reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.84 to $28.00, inclusive.

Item 7.    Purposes of the Transaction and Plans or Proposals.

Subject Company Negotiations

        Except as indicated in this Schedule 14D-9, Dova is not undertaking or engaged in any negotiations in response to the Offer that relateto (i) a tender offer for or other acquisition of Dova's securities by Dova, Dova's subsidiaries or any other person; (ii) any extraordinary transaction,such as a merger, reorganization or liquidation, involving Dova or Dova's subsidiaries; (iii) any purchase, sale or transfer of a material amount of assets of Dova or any subsidiary of Dova; or(iv) a material change in the present dividend rate or policy, indebtedness or capitalization of Dova.

Transactions and Other Matters

        Except as set forth in this Schedule 14D-9, there is no transaction, resolution of the Dova Board, agreement in principle or signedcontract that is entered into in response to the Offer that relates to or would result in one or more of the matters referred to in the immediately preceding paragraph of this Item 7.

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Item 8.    Additional Information.

Conditions to the Offer

        The information set forth in Section 15 "Conditions to the Offer" in the Offer toPurchase filed as Exhibit (a)(1)(A) to this Schedule 14D-9 is incorporated herein by reference.

Regulatory Approvals

HSR Act

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") andthe rules and regulations promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice("DOJ") and the Federal Trade Commission ("FTC"), and the applicable HSR Act waiting period requirementshave been satisfied. The waiting period under the HSR Act for a cash tender offer of 50% or more of an entity's voting securities is 15 calendar days, unless the waiting period is terminated earlieror extended by a request for additional information and documents (a "Second Request"). If the FTC or DOJ issues a Second Request prior to theexpiration of the initial waiting period, the parties must observe a 10-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unlessthe waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The Offer is subject to the provisions of the HSR Act and therefore cannot be completed until Dovaand Sobi each files a notification and report form with the FTC and the DOJ and the applicable waiting period has expired or been terminated. Dova and Sobi made the necessary filings with theFTC and the DOJ on October 11, 2019.

        Atany time before or after consummation of the Transactions, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take suchaction under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Transaction, seeking divestiture of substantial assets ofthe 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 transaction, andnotwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary ordesirable in the public interest. Such action could include seeking to enjoin the completion of the transaction or seeking divestiture of substantial assets of the parties. Private parties may alsoseek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the transaction will not be made or that, if a challenge is made, we willprevail. See Section 15 "Conditions to the Offer" in the Offer to Purchase filed as Exhibit (a)(1)(A) to this Schedule 14D-9, whichis incorporated herein by reference.

Legal Proceedings

        There are currently no legal proceedings arising out of or relating to the Offer or the Merger but legal proceedings arising out of or relatingto the Offer, the Merger or the Transactions may be filed in the future.

Appraisal Rights

        Holders of Shares will not have appraisal rights in connection with the Offer. However, if the Offer is successful and the Merger isconsummated, holders of Shares immediately prior to the Effective Time who have not tendered in the Offer and who otherwise comply with the applicable procedures under Section 262 of the DGCLwill be entitled to appraisal rights for the "fair value" of their shares in accordance with Section 262 of the DGCL.

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        The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text ofSection 262 of the DGCL, which is attached to this Solicitation/Recommendation Statement as Annex C. All references in Section 262 of the DGCL and in this summary to a"stockholder" are to the record holder of Shares immediately prior to the Effective Time as to which appraisal rights are asserted. A person having a beneficial interest in Shares held of record inthe name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise appraisal rights underSection 262.

        Anystockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, which is attached hereto as Annex C,particularly the procedural steps required to perfect such rights. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights willresult in the loss of such rights.

        UnderSection 262 of the DGCL, where a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or theSurviving Corporation within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights that appraisalrights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262. ThisSchedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. Any holder of Shares who wishes to exercise such appraisal rightsor who wishes to preserve his, her or its right to do so, should review the following discussion and Annex C carefully because failure to timely and properly comply with the proceduresspecified will result in the loss of appraisal rights under the DGCL.

        Any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise such rights.

        Stockholders who sell Shares in the Offer will not be entitled to exercise appraisal rights with respect thereto but rather, will receive the Offer Price, subjectto the terms and conditions of the Merger Agreement.

        This summary of appraisal rights under the DGCL is not complete and is qualified in its entirety by reference to Section 262 of the DGCL, which is attachedhereto as Annex C.

        Underthe DGCL, if the Merger is effected, holders of Shares immediately prior to the Effective Time who (i) did not tender such Shares in the Offer, (ii) follow theprocedures set forth in Section 262 of the DGCL, and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose, waive or fail to perfect theirappraisal rights will be entitled to have such Shares appraised by the Delaware Court of Chancery and to receive payment of the "fair value" of such Shares, exclusive of any element of value arisingfrom the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. The "fair value" as determined by such court could begreater than, less than or the same as the Offer Price (or the merger consideration, which is equivalent to the Offer Price, the "MergerConsideration").

        Ifa stockholder elects to exercise appraisal rights under Section 262 of the DGCL with respect to Shares held immediately prior to the Effective Time, such stockholder must doall of the following:

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        Allwritten demands for appraisal should be addressed to:

        Thewritten demand for appraisal must be executed by or for the record holder of Shares, fully and correctly, as such holder's name appears on the certificate(s) for the Shares owned bysuch holder (or, in the case of uncertificated shares, as such holder's name appears on the records of the Company). If the Shares are owned of record in a fiduciary capacity, such as by a trustee,guardian or custodian, execution of the demand must be made in that capacity, and if the Shares are owned of record by more than one person, such as in a joint tenancy or tenancy in common, the demandmust be executed by or for all joint owners. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a holder of record. However, the agent mustidentify the record owner(s) andexpressly disclose the fact that, in executing the demand, the agent is acting as agent for the record owner(s).

        Abeneficial owner of Shares held in "street name" who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand forappraisal is made by the record holder of the Shares. If Shares are held through a brokerage firm, bank or other nominee who in turn holds the Shares through a central securities depository nominee,such as Cede & Co., a demand for appraisal of such Shares must be made by or on behalf of the depository nominee, and must identify the depository nominee as the record holder. Anybeneficial owner who wishes to exercise appraisal rights and holds Shares through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the record holder. Thebeneficial holder of the Shares should instruct the nominee holder that the demand for appraisal should be made by the record holder of the Shares, which may be a central securities depository nomineeif the Shares have been so deposited.

        Arecord holder, such as a broker, bank, fiduciary, depository or other nominee, who holds Shares as a nominee for several beneficial owners may exercise appraisal rights with respect tothe Shares held for one or more beneficial owners while not exercising such rights with respect to the Shares held for other beneficial owners. In such case, the written demand must set forth thenumber of Shares covered by the demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares held in the name of the record owner.

        Within120 days after the Effective Time, but not thereafter, the Surviving Corporation, or any holder of Shares who has complied with Section 262 of the DGCL and isentitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the value of the Sharesheld by all holders who did not tender in the Offer and demanded appraisal of such Shares. If no such petition is filed within that 120-day period, appraisal rights will be lost for all holders ofShares who had previously demanded appraisal of their Shares. The Company is under no obligation to, and has no present intention to, file a petition and holders should not assume that theCompany will file a petition or that it will initiate any negotiations with respect to the fair value of the Shares. Accordingly, it is the obligation of the holders

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ofShares to initiate all necessary action to perfect their appraisal rights in respect of the Shares within the period prescribed in Section 262 of the DGCL.

        Within120 days after the Effective Time, any holder of Shares who has complied with the requirements of Section 262 will be entitled, upon written request, to receive fromthe Surviving Corporation a statement setting forth the aggregate number of Shares not tendered into the Offer and with respect to which demands for appraisal have been received and the aggregatenumber of holders of such Shares.Such statement must be mailed within 10 days after a written request therefor has been received by the Surviving Corporation or within 10 days after the expiration of the period fordelivery of demands for appraisal, whichever is later.

        Notwithstandingthe requirement that a demand for appraisal must be made by or on behalf of the record owner of the Shares, a person who is the beneficial owner of Shares held either ina voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person's own name, file a petition forappraisal or request from the Surviving Corporation the statement described in the preceding paragraph.

        Uponthe filing of such petition by any such holder of Shares, service of a copy thereof must be made upon the Surviving Corporation, which will then be obligated within 20 daysafter such service to file with the Register in Chancery of the Court of Chancery of the State of Delaware (the "Delaware Register in Chancery") a dulyverified list (the "Verified List") containing the names and addresses of all stockholders who have demanded payment for their Shares and with whomagreements as to the value of their Shares has not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearingon the petition be mailed to the Surviving Corporation and all of the stockholders shown on the Verified List at the addresses stated therein. Such notice will also be published at least one weekbefore the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery. The costs ofthese notices are borne by the Surviving Corporation.

        Afternotice to the stockholders as required by the Delaware Court of Chancery, the Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholderswho have complied with Section 262 of the DGCL and who have become entitled to appraisal rights thereunder. The Court of Chancery may require the stockholders who demanded payment for theirShares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceeding and, if any stockholder fails to comply with thedirection, the Court of Chancery may dismiss the proceedings as to that stockholder.

        Afterthe Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Court ofChancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Court of Chancery will determine the fair value of the Shares, exclusive of anyelement of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Court of Chanceryin its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over theFederal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

        Indetermining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc.,the Supreme Court of Delaware discussed the factors that could be considered indetermining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwiseadmissible in court" should be considered, and that "fair price obviously requires consideration of all relevant factors

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involvingthe value of a company." The Delaware Supreme Court stated that, in making this determination of fair value, the Court of Chancery must consider market value, asset value, dividends,earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation.Section 262 of the DGCL provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger[.]" In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion that does notencompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware alsostated that "elements of future value, including the nature of the enterprise, which are known orsusceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        Stockholdersconsidering appraisal should be aware that the fair value of their Shares as so determined could be more than, the same as or less than the Offer Price or the MergerConsideration and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, is not anopinion as to, and does not otherwise address, "fair value" under Section 262 of the DGCL. Although the Company believes that the Offer Price (which is equivalent to the Merger Consideration)is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery. Neither Sobi nor Dova anticipates offering more than the OfferPrice to any stockholder exercising appraisal rights, and Sobi and Dova reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the fair value ofa Share is less than the Offer Price or the Merger Consideration.

        Uponapplication by the Surviving Corporation or by any holder of Shares entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion,proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any holder of Shares whose name appears on the Verified List and, if such Shares arerepresented by certificates and if so required, who has submitted such stockholder's certificates of stock to the Delaware Register in Chancery, may participate fully in all proceedings until it isfinally determined that such stockholder is not entitled to appraisal rights. The Court of Chancery will direct the payment of the fair value of the Shares, together with interest, if any, by theSurviving Corporation to the stockholders entitled thereto. Payment will be so made to each such stockholder, in the case of holders of uncertificated stock, forthwith, and in the case of holders ofshares represented by certificates, upon the surrender to the Surviving Corporation of the certificate(s) representing such stock. The Court of Chancery's decree may be enforced as other decrees insuch Court may be enforced.

        Thecosts of the action (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as theCourt of Chancery deems equitable. Upon application of a stockholder, the Court of Chancery may order all or a portion of the expenses incurred by a stockholder in connection with an appraisalproceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged pro rata against the value of all theShares entitled to appraisal. In the absence of an order, each party bears its own expenses.

        Anystockholder who has duly demanded and perfected appraisal rights for Shares in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to votesuch Shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of Shares as of a date ortime prior to the Effective Time.

        Ifno petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the Effective Time, stockholders' rights to appraisal shall cease, and all holdersof Shares will be entitled to

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receivethe Merger Consideration. Inasmuch as the Company has no obligation to file such a petition and has no present intention to do so, any holder of Shares who desires such a petition to be filedis advised to file it on a timely basis. Any stockholder may withdraw such stockholder's demand for appraisal by delivering to the Company a written withdrawal of its demand for appraisal andacceptance of the Merger Consideration, except that (i) any such attempt to withdraw made more than 60 days after the Effective Time will require written approval of the Company and(ii) no appraisal proceeding in the Delaware Court of Chancery shall be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may beconditioned upon such terms as the Delaware Court of Chancery deems just. However, notwithstanding the foregoing, any stockholder who has not commenced an appraisal proceeding or joined thatproceeding as a named party may withdraw such stockholder's demand for appraisal and accept the terms offered upon the Merger within 60 days after the Effective Time.

        Ifany stockholder who demands appraisal of Shares under Section 262 fails to perfect, successfully withdraws or loses such holder's right to appraisal, the stockholder's Shareswill be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration therefor.

        Theforegoing summary of the rights of the Company's stockholders to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followedby the stockholders of the Company desiring to exercise any appraisal rights available thereunder and isqualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict adherence to the applicable provisions of the DGCL. A copy ofSection 262 of the DGCL is included as Annex C to this Schedule 14D-9.

Business Combination Statute

        Section 203 of the DGCL generally prohibits an "interested stockholder" (generally defined as a person who, together with its affiliatesand associates, beneficially owns 15% or more of a corporation's outstanding "voting stock" (as such term is defined in Section 203 of the DGCL)) from engaging in a "business combination"(which includes a merger, consolidation, a sale of a significant amount of assets and a sale of stock) with certain Delaware corporations for three years following the time such person became aninterested stockholder, unless:

        Inconnection with its approval of the Merger Agreement, the Offer and the Merger, the Dova Board adopted a resolution approving the Merger Agreement and the Transactions, including theOffer and the Merger for purposes of Section 203 of the DGCL, but only insofar as each of the Offer and the Merger are consummated in accordance with the terms of the Merger Agreement.

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Stockholder Approval Not Required

        On September 29, 2019, the Dova Board unanimously (a) determined that the Merger Agreement and the Transactions, including theOffer and the Merger are advisable and fair to, and in the best interest of, Dova and its stockholders; (b) authorized and approved the execution, delivery and performance by Dova of the MergerAgreement and the consummation of Transactions, including the Offer and the Merger, upon the terms and subject to the conditions contained in the Merger Agreement; and (c) resolved to recommendthat Dova's stockholders tender their Shares to Purchaser pursuant to the Offer.

        IfPurchaser acquires, pursuant to the Offer, a number of Shares that, when considered together with all other Shares (if any) otherwise beneficially owned by Sobi or any of its whollyowned subsidiaries (including Purchaser), represent at least one Share more than 50% of the aggregate voting power of the Shares outstanding immediately after the consummation of the Offer, Purchaserwill be able toeffect the Merger after consummation of the Offer pursuant to Section 251(h) of the DGCL, without a vote by Dova's stockholders.

Cautionary Statements Regarding Forward-Looking Statements

        Certain statements either contained in or incorporated by reference into this document, other than purely historical information, includingstatements relating to the sale of Dova and any statements relating to Dova's business and expected operating results, and the assumptions upon which those statements are based, are "forward-lookingstatements." In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate,""believe," "estimate," "predict," "project," "potential," "continue" and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future.Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the parties' abilityto satisfy the conditions to the consummation of the Offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. Theforward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materiallyfrom the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the Offer and the Merger;uncertainties as to how many of Dova's stockholders will tender their Shares in the Offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditionsto the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer orthe Merger; the effects of disruption from the transactions of Dova's business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintainrelationships with employees, suppliers and other business partners; and other uncertainties pertaining to the business of Dova, including those detailed in Dova's public filings with the SEC fromtime to time, including Dova's Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. Thereader is cautioned not to unduly rely on these forward-looking statements. Dova expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except asrequired by law.

Where You Can Find More Information

        Dova is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements andother information with the SEC relating to its business, financial condition and other matters. Dova is required to disclose in such proxystatements certain information, as of particular dates, concerning its directors and officers, their remuneration,

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equityawards granted to them, the principal holders of its securities and any material interest of such persons in transactions with Dova. Such reports, proxy statements and other information may beobtained free of charge at the website maintained by the SEC at www.sec.gov.

        TheSEC allows Dova to "incorporate by reference" information into this Schedule 14D-9, which means that Dova can disclose important information to you by referring you to anotherdocument filed separately with the SEC. The information incorporated by reference is deemed to be part of this Schedule 14D-9, except for any information superseded by information containeddirectly in this Schedule 14D-9.

        Dovaincorporates by reference in this Schedule 14D-9 the following documents filed with the SEC pursuant to the Exchange Act (other than information furnished pursuant toItem 2.02 or Item 7.01 of a Current Report on Form 8-K):

        Dovaalso incorporates by reference any future filings made by it with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any information furnishedpursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K that is filed in the future and is not deemed filed under the Exchange Act).

Item 9.    Exhibits.

        Thefollowing Exhibits are filed herewith or incorporated herein by reference.

Exhibit No.  Description
 (a)(1)(A) Offer to Purchase, dated October 11, 2019 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO)

 

(a)(1)(B)

 

Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO)

 

(a)(1)(C)

 

Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO)

 

(a)(1)(D)

 

Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO)

 

(a)(1)(E)

 

Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO)

 

(a)(1)(F)

 

Summary Advertisement, as published in the Wall Street Journal on October 11, 2019 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO)

 

(a)(5)(A)

 

Press Release, dated September 30, 2019, issued by Dova (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Dova with the SEC on September 30, 2019)

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Exhibit No.  Description
 (a)(5)(B) Presentation slides made available by Sobi to employees of Dova (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Sobi with the SEC on October 1, 2019)

 

(a)(5)(C)

 

Press Release, dated October 11, 2019 (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO)

 

(e)(1)

 

Agreement and Plan of Merger, dated September 30, 2019, by and among Sobi, Dova and Purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Dova with the SEC on October 3,2019)

 

(e)(2)

 

Form of Contingent Value Rights Agreement (incorporated by reference to Annex II to Exhibit 2.1 to the Form 8-K filed by Dova with the SEC on October 3, 2019)

 

(e)(3)

 

Confidentiality Agreement, dated August 19, 2019, by and between Sobi and Dova (incorporated by reference to Exhibit (d)(5) to the Schedule TO)

 

(e)(4)

 

Tender and Support Agreement, dated September 30, 2019, by and among Sobi, Purchaser, Paul B. Manning and certain stockholders of Dova named therein (incorporated by reference to Exhibit (d)(3) to theSchedule TO)

 

(e)(5)

 

Tender and Support Agreement, dated September 30, 2019, by and among Sobi, Purchaser and Sean Stalfort (incorporated by reference to Exhibit (d)(4) to the Schedule TO)

 

(e)(6)

 

Dova 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1, filed by Dova with the SEC on June 2, 2017)

 

(e)(7)

 

Dova Definitive Proxy Statement (incorporated by reference to Schedule 14A filed by Dova with the SEC on March 15, 2019)

 

(e)(8)

 

Dova Amended and Restated 2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Dova with the SEC on December 20, 2018)

 

(e)(9)

 

Form of Stock Option Grant Notice and Stock Option Agreement under 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1, filed by Dova with the SECon June 2, 2017)

 

(e)(10)

 

Form of Restricted Stock Unit Grant Notice (incorporated to Exhibit 10.2 to the Current Report on Form 8-K, filed by Dova with the SEC on December 20, 2018)

 

(e)(11)

 

Dova Pharmaceuticals, Inc. Officer Change in Control Severance Benefit Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed by Dova with the SEC on February 8,2019)

 

(e)(12)

 

Employment Agreement, by and between Dova and Jason Hoitt, dated as of December 17, 2018 (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K, filed by Dova with the SEC onMarch 5, 2019)

 

(e)(13)

 

Employment Agreement, by and between Dova and David S. Zaccardelli, dated as of December 17, 2018 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K, filed by Dova with theSEC on March 5, 2019)

 

(e)(14)

 

Employment Agreement, by and between Dova and Mark W. Hahn, dated as of January 31, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Dova with the SEC onJanuary 31, 2018)

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Exhibit No.  Description
 (e)(15) Employment Agreement, by and between Dova and Kevin Laliberte, dated as of March 23, 2017 (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1, filed by Dova with the SEC onJune 2, 2017)

 

(e)(16)

 

Employment Agreement, by and between Dova and Lee F. Allen, dated as of April 14, 2017 (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1, filed by Dova with the SECon June 2, 2017)

 

(e)(17)

 

Second Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Dova with the SEC on December 20,2018)

 

(e)(18)

 

Form of Indemnification Agreement with Dova directors and executive officers (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form S-1, filed by Dova withthe SEC on June 19, 2017)

 

(e)(19)

 

Services Agreement between Dova and PBM Capital Group, LLC, dated April 1, 2016 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1, filed by Dova with the SEC onJune 2, 2017)

 

(e)(20)

 

Amendment to Services Agreement by and between Dova and PBM Capital Group, LLC, dated as of March 29, 2018 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed byDova with the SEC on May 9, 2018)

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SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete andcorrect.

  DOVA PHARMACEUTICALS, INC.

Date: October 11, 2019

 

By:

 

/s/ MARK W. HAHN


   Name: Mark W. Hahn

   Title:  Chief Financial Officer

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Annex A

Opinion of Jefferies LLC

September 29,2019

TheBoard of Directors
Dova Pharmaceuticals, Inc.
240 Leigh Farm Road, Suite 245
Durham, North Carolina 27707

TheBoard of Directors:

        Weunderstand that Dova Pharmaceuticals, Inc., a Delaware corporation ("Dova"), Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company ("Sobi"), andDragonfly Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Sobi ("Purchaser"), propose to enter into an Agreement and Plan of Merger (the "Merger Agreement") andthat, in connection with such Merger Agreement, a Contingent Value Rights Agreement (the "CVR Agreement" and, together with the Merger Agreement, the "Agreements") also is contemplated. As more fullydescribed in the Agreements, among other things, (i) Purchaser will commence a tender offer (the "Tender Offer") to purchase all outstanding shares of the common stock, par value $0.001 pershare, of Dova ("Dova Common Stock") at a purchase price consisting of (a) $27.50 per share in cash (the "Upfront Amount"), payable upon consummation of the Tender Offer, plus (b) acontingent value right in the amount of $1.50 per share in cash (such contingent payment, the "CVR Amount" and, together with the Upfront Amount, the "Consideration"), payable contingent upon receiptof regulatory approval of a new indication for the Company's Doptelet® product by December 31, 2022 as specified in the CVR Agreement, and (ii) subsequent to consummation ofthe Tender Offer, Purchaser will be merged with and into Dova (the "Merger" and, together with the Tender Offer as an integrated transaction, the "Transaction") and each outstanding share of DovaCommon Stock not previously tendered will be converted into the right to receive the Consideration. The terms and conditions of the Transaction are more fully set forth in the Agreements.

        Youhave asked for our opinion as to whether the Consideration to be received in the Transaction by holders of Dova Common Stock (other than Sobi, Purchaser and their respectiveaffiliates) pursuant to the Agreements is fair, from a financial point of view, to such holders.

        Inarriving at our opinion, we have, among other things:

(i)
reviewedan execution version, provided to us on September 29, 2019, of the Merger Agreement and related form of the CVR Agreement;

(ii)
reviewedcertain publicly available financial and other information regarding Dova;

(iii)
reviewedcertain information furnished to us by the management of Dova relating to the business, operations and prospects of Dova, including probability-weightedand tax-affected financial forecasts and estimates provided by the management of Dova;

(iv)
helddiscussions with members of the senior management of Dova regarding the matters described in clauses (ii) and (iii) above;

(v)
consideredthe discussions undertaken at the direction of Dova with selected third parties to solicit indications of interest in a possible transaction involvingDova;

(vi)
comparedthe stock trading price history and implied trading multiples for Dova with those of certain publicly traded companies that we deemed relevant inevaluating Dova; and

(vii)
conductedsuch other financial studies, analyses and investigations as we deemed appropriate.

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TheBoard of Directors
Dova Pharmaceuticals, Inc.
September 29, 2019

        Inour review and analysis and in rendering this opinion, we have assumed and relied upon, but have not assumed any responsibility to independently investigate or verify, the accuracyand completeness of all financial and other information that was supplied or otherwise made available by Dova or that was publicly available to us (including, without limitation, the informationdescribed above) or otherwise reviewed by us. We have relied on assurances of the management and other representatives of Dova that they are not aware of any facts or circumstances that would makesuch information incomplete, inaccurate or misleading. In our review, we did not obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative,off-balance sheet or otherwise), nor did we conduct a physical inspection of any of the properties or facilities, of Dova or any other entity and we have not been furnished with, and assume noresponsibility to obtain, any such evaluations, appraisals or physical inspections. Our analyses and opinion also do not consider any actual or potential arbitration, litigation, claims,investigations or other proceedings to which Dova or any of its affiliates are or in the future may be a party or subject.

        Withrespect to the financial forecasts and estimates provided to and reviewed by us, we note that projecting future results of any company is inherently subject to uncertainty. However,we have been advised, and we have assumed, that the financial forecasts and estimates relating to Dova (including as to certain tax attributes of Dova on a standalone basis) that we have been directedto utilize for purposes of our analyses and opinion have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Dova as to,and we have assumed that they are an appropriate basis upon which to evaluate, the future financial performance of Dova and the other matters covered thereby. We express no opinion as to any financialforecasts or estimates or the assumptions on which they are based.

        Wehave relied upon the assessments of the management of Dova as to, among other things, (i) the potential impact on Dova of market, competitive and other conditions, trends anddevelopments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the biopharmaceutical industry, including with respect to the pricing of and/orreimbursement for pharmaceutical products, (ii) matters relating to Dova's Doptelet® product, the potential use and indications for such product, related technology and intellectualproperty and regulatory approval processes and risks, including with respect to the probability and timing for achieving Dova's expected use and indications for such product, the development, clinicaltesting, manufacturing and commercialization of such product and related use and indications, the validity and duration of licenses and patents and the potential for generic competition, and(iii) Dova's existing and future agreements and arrangements with, and ability to attract, retain and/or replace, key employees and consultants, customers, suppliers and other commercial andcollaboration relationships, including financial and other terms and ongoing obligations associated with Dova's collaboration, licensing, royalty and other agreements and arrangements. We have assumedthat there will not be any developments with respect to any such matters that would be meaningful in any respect to our analyses or opinion.

        Ouropinion is based on economic, monetary, regulatory, market and other conditions existing, and which can be evaluated, as of the date hereof. We expressly disclaim any undertaking orobligation to advise any person of any change in any fact or matter affecting our opinion of which we become aware after the date hereof. As you are aware, the credit, financial and stock markets, andthe industry in which Dova operates, have experienced and may continue to experience volatility and we express no view or opinion as to any potential effects of such volatility on Dova or theTransaction.

        Wehave made no independent investigation of, and we express no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to Dova or the Transactionand we have

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TheBoard of Directors
Dova Pharmaceuticals, Inc.
September 29, 2019

assumedthe correctness in all respects meaningful to our analyses and opinion of all legal, regulatory, accounting and tax advice given to Dova and/or the Board of Directors of Dova (the "Board"),including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting Dova or theTransaction and legal, regulatory, accounting and tax consequences to Dova or its securityholders of the terms of, and transactions contemplated by, the Agreements and related documents. We haveassumed that the Transaction will be consummated in accordance with its terms without waiver, modification or amendment of any material term, condition or agreement and in compliance with allapplicable laws, documents and other requirements and that, in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for theTransaction, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition will be imposed or occur that would have an adverse effect on Dova or theTransaction or that otherwise would be meaningful in any respect to our analyses or opinion. We also have assumed that the final Merger Agreement and related CVR Agreement, when signed by the partiesthereto, will not differ from the execution version of the Merger Agreement and form of the CVR Agreement reviewed by us in any respect meaningful to our analyses or opinion.

        Ouropinion does not address the relative merits of the Transaction or other transactions contemplated by the Agreements as compared to any alternative transaction or opportunity thatmight be available to Dova, nor does it address the underlying business decision by Dova to engage in the Transaction or the terms of the Agreements or the documents referred to therein, including theform or structure of the Consideration or the Transaction or any term, aspect or implication of any tender and support agreement or other agreements, arrangements or understandings entered into inconnection with, or contemplated by or resulting from, the Transaction or otherwise. Our opinion is limited to the fairness, from a financial point of view, of the Consideration to holders of DovaCommon Stock (to the extent expressly specified herein), without regard to individual circumstances of specific holders (whether by virtue of control, voting, liquidity, contractual arrangements orotherwise) which may distinguish such holders or the securities of Dova held by such holders, and our opinion does not in any way address proportionate allocation or relative fairness. We have notbeen asked to, and our opinion does not, address the fairness, financial or otherwise, of any consideration to the holders of any class ofsecurities, creditors or other constituencies of Dova or any other party. We express no view or opinion as to the actual value of the CVR Amount if and when paid or the prices at which shares of DovaCommon Stock or any other securities of Dova may trade or otherwise be transferable at any time. Furthermore, we do not express any view or opinion as to the fairness, financial or otherwise, of theamount or nature of any compensation or other consideration payable to or to be received by any officers, directors or employees, or any class of such persons, in connection with the Transactionrelative to the Consideration or otherwise. The issuance of our opinion has been authorized by the Fairness Committee of Jefferies LLC.

        Itis understood that our opinion is for the use and benefit of the Board (in its capacity as such) in its evaluation of the Consideration from a financial point of view. Our opiniondoes not constitute a recommendation as to whether any securityholder should tender shares of Dova Common Stock in the Tender Offer or how the Board should vote, or any securityholder should act, withrespect to the Transaction or any other matter.

        Wehave been engaged to act as a financial advisor to Dova in connection with the Transaction and will receive a fee for our services, of which a portion is payable upon delivery of thisopinion, a portion is payable upon payment of the CVR Amount and the principal portion is contingent upon consummation of the Tender Offer. In addition, Dova has agreed to reimburse us for expensesincurred

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TheBoard of Directors
Dova Pharmaceuticals, Inc.
September 29, 2019

inconnection with our engagement and to indemnify us against liabilities arising out of or in connection with the services rendered and to be rendered by us under such engagement.

        Asyou are aware, we and our affiliates in the past have provided and in the future may provide financial advisory and/or financing services to Dova and/or certain of its affiliatesunrelated to the Transaction, for which services we and our affiliates have received and would expect to receive compensation, including, during approximately the past two years, having acted as jointbookrunning manager for an equity offering of Dova. As you also are aware, we and our affiliates in the past have provided and in the future may provide financial advisory and financing services toSobi and/or certain of its affiliates, for which services we and our affiliates have received and would expect to receivecompensation, including, during approximately the past two years, having acted as financial advisor to Sobi in connection with an asset acquisition. We maintain a market in the securities of Dova and,in the ordinary course of business, we and our affiliates may trade or hold securities or financial instruments (including loans and other obligations) of Dova, Sobi and/or their respective affiliatesfor our own account and for the accounts of our customers and, accordingly, may at any time hold long or short positions or otherwise effect transactions in those securities or financial instruments.

        Basedupon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration to be received in the Transaction by holders of Dova Common Stock (otherthan Sobi, Purchaser and their respective affiliates) pursuant to the Agreements is fair, from a financial point of view, to such holders.

Verytruly yours,

/s/ Jefferies LLC
JEFFERIES LLC

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Annex B

LOGO

September 29,2019

TheBoard of Directors
Dova Pharmaceuticals, Inc.
240 Leigh Farm Road, Suite 245
Durham, NC 27707

Membersof the Board of Directors:

        Weunderstand that Dova Pharmaceuticals, Inc. (the "Company") proposes to enter into an Agreement and Plan of Merger (the"Merger Agreement"), with Swedish Orphan Biovitrum AB (publ) (the "Acquiror") and Dragonfly AcquisitionCorp., an indirect wholly owned subsidiary of the Acquiror (the "Merger Sub"). Pursuant to the Merger Agreement, (a) the Merger Sub will commencea tender offer (the "Offer") to acquire all of the outstanding shares of the common stock, par value $0.001 per share, of the Company (the"Company Common Stock"), for (i) $27.50 per share in cash (the "Cash Consideration"), and(ii) a right to receive a contingent cash payment (a "CVR") of $1.50 per share pursuant to a CVR Agreement (as defined in the Merger Agreement)(the "CVR Consideration" and, together with the Cash Consideration, the "Consideration"), and(b) following the consummation of the Offer, the Merger Sub will be merged (the "Merger" and, together with the Offer, the"Transaction") with and into the Company and each outstanding share of Company Common Stock, other than any shares owned by the Acquiror, the Company astreasury stock or any of their respective subsidiaries, and Dissenting Shares (as defined in the Merger Agreement), will be converted into the right to receive the Consideration. The terms andconditions of the Transaction are more fully set forth in the Merger Agreement and the CVR Agreement.

        TheBoard of Directors has asked us whether, in our opinion, the Consideration to be received by holders of Company Common Stock in the Transaction is fair, from a financial point ofview, to such holders.

        Inconnection with rendering our opinion, we have, among other things:

   

GRAPHIC

B-1


        Forpurposes of our analysis and opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of theinformation supplied or otherwise made available to, discussed with, or reviewed by us, without any independent verification of such information (and have not assumed responsibility or liability forany independent verification of such information), and have further relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would makesuch information inaccurate or misleading. With respect to the Forecasts, we have assumed with your consent that they have been reasonably prepared on bases reflecting the best currently availableestimates and good faith judgments of management of the Company as to the future financial performance of the Company and the other matters covered thereby. We also have relied, at the direction ofthe Company, upon the assessment of management of the Company as to the probability of achieving the required approval giving rise to the payment of the CVR Consideration and the expected timing ofachieving such approval and the corresponding payment. We express no view as to the Forecasts, the probability of achieving the required approval giving rise to the payment of the CVR Consideration,the expected timing of the achievement of such approval and the corresponding payment, or the assumptions on which they are based.

        Forpurposes of our analysis and opinion, we have assumed, in all respects material to our analysis, that the final executed Merger Agreement, Support Agreement and CVR Agreement willnot differ from the drafts thereof reviewed by us, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of thecovenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Transaction will be satisfied without waiver or modificationthereof. We have further assumed, in all respects material to our analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Transactionwill be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Transaction or reduce the contemplated benefits tothe holders of Company Common Stock of the Transaction.

        Wehave not conducted a physical inspection of the properties or facilities of the Company and have not made or assumed any responsibility for making any independent valuation orappraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor have we been furnished with any such valuations orappraisals, nor have we evaluated the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Our opinion is necessarily based uponinformation made available to us as of the date hereof and financial, economic, market and other conditions as they exist and as can be evaluated on the date hereof. It is understood that subsequentdevelopments may affect this opinion and that we do not have any obligation to update, revise or reaffirm this opinion.

B-2


        Wehave not been asked to pass upon, and express no opinion with respect to, any matter other than the fairness to the holders of Company Common Stock, from a financial point of view, ofthe Consideration. We do not express any view on, and our opinion does not address, the fairness of the proposed Transaction to, or any consideration received in connection therewith by, the holdersof any other class of securities, creditors or other constituencies of the Company, 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 the Company, or any class of such persons, whether relative to the Consideration or otherwise. We have not been asked to, nor do we express any view on, and our opinion doesnot address, any other term or aspect of the Merger Agreement, the Support Agreement, the CVR Agreement or the Transaction, including, without limitation, the structure or form of the Transaction orthe form or terms of the CVR with respect to transferability, illiquidity or otherwise, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered intoor amended in connection with the Merger Agreement. Our opinion does not address the relative merits of the Transaction as compared to other business or financial strategies that might be available tothe Company, nor does it address the underlying business decision of the Company to engage in the Transaction. Our opinion does not constitute a recommendation to the Board of Directors or to anyother persons in respect of the Transaction, including as to whether any person should tender shares of the Company Common Stock in the Offer or take any other action in respect of the Transaction. Weare not legal, regulatory, accounting or tax experts and have assumed the accuracy and completeness ofassessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

        Wehave acted as financial advisor to the Company in connection with the Transaction and will receive a fee for our services, a portion of which is payable upon rendering this opinionand a substantial portion of which is contingent upon the consummation of the Offer. The Company has also agreed to reimburse our expenses and to indemnify us against certain liabilities arising outof our engagement. During the two year period prior to the date hereof, Evercore Group L.L.C. and its affiliates have provided certain capital markets services to the Company and received fees for therendering of these services. During the two year period prior to the date hereof, Evercore Group L.L.C. and its affiliates have not been engaged to provide financial advisory or other services to theAcquiror and we have not received any compensation from the Acquiror during such period. We may provide financial advisory or other services to the Company and the Acquiror in the future, and inconnection with any such services we may receive compensation.

        EvercoreGroup L.L.C. and its affiliates engage in a wide range of activities for our and their own accounts and the accounts of customers, including corporate finance, mergers andacquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore Group L.L.C. andits affiliates and/or our or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or shortpositions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financialinstruments of or relating to the Company, the Acquiror, potential parties to the Transaction and/or any of their respective affiliates or persons that are competitors, customers or suppliers of theCompany or the Acquiror.

        Ourfinancial advisory services and this opinion are provided for the information and benefit of the Board of Directors (in its capacity as such) in connection with its evaluation of theproposed Transaction. The issuance of this opinion has been approved by an Opinion Committee of Evercore Group L.L.C.

        Thisopinion may not be disclosed, quoted, referred to or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval, exceptthe Company may reproduce this opinion in full in any document that is required to be filed with the U.S. Securities

B-3


andExchange Commission and required to be mailed by the Company to its stockholders relating to the Transaction.

        Basedupon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration to be received by holders of Company Common Stock in the Transaction is fair,from a financial point of view, to such holders.

  Very truly yours,

 

 

EVERCORE GROUP L.L.C.

 

 

By:

 

/s/ JOHN HONTS

John Honts
Senior Managing Director

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Annex C

Section 262 of the DGCL

Section 262 Appraisal Rights.

        (a)   Anystockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section withrespect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who hasneither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery ofthe fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means aholder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or otherinstrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisalrights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to§ 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255,§ 256, § 257, § 258, § 263 or § 264 of this title:

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        (c)   Anycorporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of itsstock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of theassets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) ofthis section, shall apply as nearly as is practicable.

        (d)   Appraisalrights shall be perfected as follows:

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        (e)   Within120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied withsubsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancerydemanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation,any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept theterms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements ofsubsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designatedfor that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate numberof shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than anyexcluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in§ 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be givento the stockholder within 10 days after such stockholder's request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of theperiod for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is thebeneficial owner of shares of such stock held either

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ina voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

        (f)    Uponthe filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who havedemanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by thesurviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixedfor the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shallalso be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication asthe Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   Atthe hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. TheCourt may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery fornotation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediatelybefore the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange,the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% ofthe outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds$1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

        (h)   Afterthe Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery,including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from theaccomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Courtshall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective dateof the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from timeto time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation maypay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between theamount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resultingcorporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of thestockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who hassubmitted such stockholder's certificates of stock to the Register in Chancery, if

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suchis required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    TheCourt shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholdersentitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon thesurrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving orresulting corporation be a corporation of this State or of any state.

        (j)    Thecosts of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of astockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees andthe fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   Fromand after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this sectionshall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of recordat a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e)of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger orconsolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of thecorporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholderwithout the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder whohas not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger orconsolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    Theshares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger orconsolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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