UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September 16~~October 18, 2019 ~~(September 15, 2019)~~

Alder BioPharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36431

90-0134860

(State or other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

11804 North Creek Parkway South

Bothell, Washington 98011

(Address of principal executive offices, including Zip Code)

(425) 205-2900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

ALDR

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2019, Alder BioPharmaceuticals, Inc., a Delaware corporation (“Alder”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with H. Lundbeck A/S, a Danish aktieselskab (“Lundbeck”), Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Lundbeck (“Payor”), and Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”).

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the “Offer”) on September 23, 2019, to acquire all of the outstanding shares of common stock of Alder, $0.0001 par value per share (the “Shares”), at an offer price of (i) $18.00 per Share, net to the seller in cash (the “Closing Amount”), without interest, plus (ii) one (1) contingent value right per Share (a “CVR”), which represents the right, under the Contingent Value Rights Agreement, dated October 21, 2019, among Lundbeck, Payor, Computershare Trust Company, N.A. and Computershare Inc. (the “CVR Agreement”), to receive $2.00 per CVR (the “Milestone Payment”), net to the seller in cash, without interest, at the time provided in the CVR Agreement (the Closing Amount plus one CVR collectively, the “Offer Price”), and in each case subject to any withholding of taxes.

The Offer expired as scheduled at one minute after 11:59 p.m., Eastern Time, on October 21, 2019, and was not extended. Computershare Trust Company, N.A. and Computershare Inc., collectively in their capacity as the depositary for the Offer, have advised that, as of the expiration of the Offer, 53,991,109 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but which Shares were not yet received) had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 63.8 percent of the sum of (A) the total number of Shares outstanding at the time of the expiration of the Offer, plus (B) the total number of Shares that Alder was required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or securities for which the holder has, by the time of the expiration of the Offer, elected to convert, settle, exchange or exercise or for which the conversion, settlement, exchange or exercise date has already occurred by the time of the expiration of the Offer (but without duplication). In addition, Notices of Guaranteed Delivery had been delivered for 17,975,914 Shares, which Shares had not yet been received and represented approximately 21.2 percent of the sum of (A) the total number of Shares outstanding at the time of the expiration of the Offer, plus (B) the total number of Shares that Alder was required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or securities for which the holder has, by the time of the expiration of the Offer, elected to convert, settle, exchange or exercise or for which the conversion, settlement, exchange or exercise date has already occurred by the time of the expiration of the Offer (but without duplication). The number of Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but which Shares were not yet delivered) tendered satisfied the Minimum Condition (as defined in the Merger Agreement). As the Minimum Condition and each of the other conditions of the Offer have been satisfied (or waived), Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

Following the consummation of the Offer, the remaining conditions to the merger of Purchaser with and into Alder (the “Merger”) set forth in the Merger Agreement were satisfied, and on October 22, 2019, Lundbeck completed its acquisition of Alder by consummating the Merger, without a meeting of stockholders of Alder in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Alder continuing as the surviving corporation (the “Surviving Corporation”). As a result of the Merger, Alder became a wholly owned subsidiary of Lundbeck.

Upon the acceptance by Purchaser of Shares tendered pursuant to the Offer (the “Offer Acceptance Time”), each share of Alder’s Class A-1 Convertible Preferred Stock outstanding immediately prior to the Offer Acceptance Time was canceled without any further action on the part of Alder or the holders thereof. In consideration for such cancellation, each holder of shares of Class A-1 Convertible Preferred Stock automatically received, for each Share issuable upon conversion of such shares of Class A-1 Convertible Preferred Stock that would have been issuable had such canceled shares of Class A-1 Convertible Preferred Stock been converted immediately prior to the Offer Acceptance Time, the same Offer Price receivable by holders of Shares promptly after the Offer Acceptance Time, subject to any withholding tax.

At the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by Alder, Lundbeck, Purchaser or any subsidiary of Lundbeck, or by stockholders of Alder who perfected their statutory rights of appraisal under Delaware law) was converted into the right to receive the Offer Price subject to any withholding of taxes.

In addition, at the Effective Time, each compensatory option to purchase Shares (a “Company Option”) that was then outstanding and unexercised, whether or not vested and that had a per Share exercise price that was less than the Closing Amount (each, an “In the Money Option”), was canceled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) one (1) CVR for each Share subject to such In the Money Option immediately prior to the Effective Time.

At the Effective Time, each Company Option other than an In the Money Option that was outstanding and unexercised, whether or not vested (each, an “Out of the Money Option”), was canceled and except as described below, converted into the right to receive a cash payment, if any, from Lundbeck with respect to each Share subject to the Out of the Money Option upon the Milestone Payment Date (as defined in the CVR Agreement) occurring pursuant to the CVR agreement or such date after achievement of the Milestone as may be required to ensure that such cash payment constitutes a short-term deferral under U.S. tax law, equal to the amount by which the sum of the Closing Amount and the amount per Share to be paid on the Milestone Payment Date exceeds the exercise price payable per Share under such Out of the Money Option. No payment will be payable with respect to Out of the Money Options if the Milestone (as defined in the CVR Agreement) is achieved after December 31, 2024, which is the expiration date under the CVR Agreement. Any Out of the Money Options with an exercise price payable per Share equal to or greater than $20.00 were canceled at the Effective Time without any consideration payable therefor.

At the Effective Time, each then outstanding time vesting restricted stock unit with respect to Shares (a “Company RSU”), whether or not vested, was canceled and the holder thereof was entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of Shares subject to such Company RSU and (ii) one (1) CVR for each Share subject to such Company RSU immediately prior to the Effective Time.

At the Effective Time, each then outstanding performance vesting restricted stock unit with respect to Shares (a “Company PSU”), whether or not vested, was canceled and the holder thereof was entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of Shares subject to such Company PSU immediately prior to the Effective Time (determined at the maximum level of performance) and (ii) one (1) CVR for each Share subject to such Company PSU immediately prior to the Effective Time (determined at the maximum level of performance).

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Alder’s Current Report on Form 8-K, filed with the SEC on September 23, 2019, and incorporated herein by reference. All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

Item 1.01

Entry into a Material Definitive Agreement.

~~Agreement~~Second ~~and~~Supplemental ~~Plan of Merger~~ Indenture

OnIn ~~September~~connection ~~16,~~with ~~2019~~the consummation of the Merger, Alder ~~BioPharmaceuticals~~, ~~Inc~~Lundbeck and U.,S. aBank ~~Delaware~~National ~~corporation~~Association (the “~~Alder~~Trustee”), entered into ana ~~Agreement~~Second ~~and~~Supplemental ~~Plan~~Indenture ~~of Merger~~ (the “~~Merger~~Second ~~Agreement~~Supplemental Indenture”), ~~with~~dated H.as ~~Lundbeck~~of ~~A/S~~October 22, a2019, ~~Danish~~which ~~aktieselskab~~further supplements the Indenture (the “~~Lundbeck~~Base Indenture”), ~~Lundbeck~~dated ~~LLC,~~as aof ~~Delaware~~February 1, ~~limited~~2018, ~~liability~~between ~~company~~Alder and anthe ~~indirect~~Trustee, ~~wholly~~as ~~owned~~supplemented ~~subsidiary~~by ofthe ~~Lundbeck~~First Supplemental Indenture (the “~~Payor~~First Supplemental Indenture”) and, together with the Base Indenture and ~~Violet~~the ~~Acquisition~~Second ~~Corp.~~Supplemental Indenture, athe ~~Delaware~~“Indenture”), ~~corporation~~dated as of February 1, 2018, between Alder and athe ~~direct~~Trustee, ~~wholly~~governing ~~owned~~Alder’s ~~subsidiary~~2.50% ofConvertible ~~Payor~~Senior Notes due 2025 (the “~~Purchaser~~Convertible Notes”), of which $287.5 million aggregate principal amount was outstanding on July 30, 2019.

~~Pursuant~~The toSecond ~~the~~Supplemental ~~Merger~~Indenture ~~Agreement~~provides that, ~~upon~~from ~~the terms~~ and ~~subject~~after to the ~~conditions~~Effective ~~thereof~~Time, ~~Purchaser will commence a tender offer (~~the ~~“Offer”)~~right noto ~~later~~convert ~~than~~each ~~September 30~~$1,000 ~~2019~~principal toamount ~~acquire all~~ of the ~~outstanding~~Convertible ~~shares~~Notes ofbased ~~common~~on ~~stock~~a number of ~~Alder,~~Shares ~~$0.0001~~equal ~~par~~to ~~value~~the ~~per~~Conversion ~~share~~Rate (as defined in the ~~“Shares”~~Indenture), atin aneffect ~~offer~~immediately ~~price~~prior ofto ~~(i)~~the ~~$18.00~~Merger ~~per~~will ~~Share,~~be ~~net~~changed tointo ~~the~~a ~~seller~~right into ~~cash~~convert ~~(the~~such ~~“Closing~~principal ~~Amount”),~~amount ~~without~~of ~~interest,~~Convertible ~~plus~~Notes into (iii) ~~one~~prior ~~(1)~~to ~~contingent~~the ~~value~~earlier ~~right~~of ~~per~~the ~~share~~occurrence (aof ~~“CVR”) which represents~~ the ~~right~~Milestone toand ~~receive~~December 31, 2024, $218.00 ~~per~~in cash and one (1) CVR, (ii) after the “occurrence of the Milestone ~~Payment”),~~on ~~net~~or prior to ~~the~~December 31, ~~seller~~2024, $18.00 in cash, ~~without~~and ~~interest,~~one atMilestone ~~the~~Payment ~~time~~(as ~~provided~~defined in the CVR Agreement) ~~(as~~in ~~defined~~cash ~~below)~~and (~~the~~iii) after ~~Closing~~December 31, ~~Amount~~2024 ~~plus~~if ~~one~~the ~~CVR~~Milestone ~~collectively,~~has ~~the~~not ~~“Offer~~occurred ~~Price”),~~on ~~and~~or ~~subject~~prior to ~~any~~such ~~withholding~~date, ~~of taxes~~$18.00 in cash.

The ~~obligation~~Second ofSupplemental ~~Purchaser~~Indenture toalso ~~purchase~~provides ~~Shares~~that ~~tendered~~Alder inirrevocably ~~the~~elects ~~Offer is subject~~ to ~~the~~eliminate ~~satisfaction~~Cash orSettlement ~~waiver~~and ofCombination aSettlement ~~number~~(each ofas ~~conditions~~defined ~~set forth~~ in ~~Annex I to~~ the ~~Merger Agreement, including (i~~Indenture) ~~that~~ ~~there shall have been validly tendered~~ and ~~not validly withdrawn Shares~~ that, ~~considered together with all other Shares, if any, beneficially owned by Lundbeck and~~ its ~~affiliated~~Conversion ~~entities,~~Obligations ~~represent at least one more Share than 50% of the sum of~~ (A)as ~~the~~defined ~~total~~in ~~number of Shares outstanding at~~ the ~~time of the expiration of the Offer, plus (B~~Indenture) ~~the~~will ~~total~~be ~~number~~satisfied ofsolely ~~Shares that Alder is required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or securities for which the holder has,~~ by ~~the~~Physical ~~time~~Settlement of the expiration of the Offer, elected to convert, settle, exchange or exercise or for which the conversion, settlement, exchange or exercise date has already occurred by the time of the expiration of the Offer (~~but without duplication) (the “Minimum Condition”); (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,~~ as ~~amended~~defined ~~(the “HSR Act”) and receipt of merger control clearance, or confirmation that no merger control filing is required, from the competition authorities~~ in ~~Austria and Germany (~~the ~~“Foreign Antitrust Approvals”~~Indenture)~~; and (iii) those other conditions set forth in Annex I to the Merger Agreement (collectively, the “Offer Conditions”)~~.

The ~~Offer~~foregoing ~~will~~descriptions ~~initially expire at one minute after 11:59 p.m. Eastern Time on the date that is twenty (20) business days following the commencement~~ of the ~~Offer,~~Indenture ~~unless~~do ~~otherwise~~not ~~agreed~~purport to ~~in writing by Lundbeck and Alder. The expiration date may~~ be ~~extended:~~complete ~~(i) if, as of the then-scheduled expiration date, any Offer Condition is not satisfied~~ and ~~has~~are ~~not~~subject ~~been waived by Purchaser, Payor or Lundbeck,~~ to ~~the extent waivable by Purchaser~~, ~~Payor or Lundbeck, Lundbeck, Purchaser~~ and ~~Payor~~qualified ~~may,~~ in their ~~sole~~entirety ~~discretion (and without the consent of Alder or any other person)~~by, ~~extend~~ the ~~Offer~~full ontext ~~one or more occasions, for an additional period~~ of upthe toBase ~~ten~~Indenture ~~(10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser will,~~ and ~~Lundbeck will cause Purchaser to, extend~~ the ~~Offer~~First ~~from~~Supplemental ~~time to time for: (A) any period required by any applicable securities law~~Indenture, ~~rule~~which orare ~~regulation,~~included ~~any~~as ~~interpretation~~Exhibits or4.1 ~~position of the Securities~~ and ~~Exchange Commission (the “SEC”)~~4.2, ~~the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten (10) business days per extension~~respectively, ~~until any waiting period (and any extension thereof) applicable to the consummation~~ of ~~the~~Alder’s ~~Offer~~Current ~~under~~Report ~~the~~on ~~HSR~~Form ~~Act and any foreign antitrust or competition~~8-~~related~~K ~~legal~~filed ~~requirement~~on ~~shall have expired or been terminated; and (iii)~~February if1, ~~as of the then scheduled expiration date~~2018, ~~any Offer Condition is not satisfied~~ and ~~has~~incorporated ~~not~~into ~~been~~this ~~waived,~~Item at the request of Alder, Purchaser will, and Lundbeck will cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied1.01 Inby ~~no event will Lundbeck~~reference, ~~Payor or Purchaser: (i) be required to extend the Offer beyond the earlier to occur of the valid termination of the Agreement~~ and the ~~End~~full ~~Date~~text ~~(as defined below) (such earlier occurrence, the “Extension Deadline”); (ii) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent~~ of ~~Alder; or (iii) be required to extend~~ the ~~Offer~~Second ~~beyond~~Supplemental ~~the then-existing expiration date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) business days~~Indenture, ~~with~~which ~~each~~is ~~such~~included ~~period being no less than ten (10) business days unless Alder agrees otherwise, if,~~ as ofExhibit ~~the~~4.3 ~~applicable~~hereto ~~expiration date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition~~ and ~~conditions~~incorporated ~~which~~into bythis ~~their~~Item ~~nature are to be satisfied at the expiration of the Offer~~1.01 ~~Subject~~by to the valid termination of the Merger Agreement in compliance with its terms, Purchaser will not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of Alderreference.

~~Subject~~Item to2.01 ~~the~~Completion ~~satisfaction~~of orAcquisition ~~waiver by Purchaser, Payor~~ or ~~Lundbeck~~Disposition of the Offer Conditions, Purchaser will (and Lundbeck will cause Purchaser to) (i) promptly (and in any event no later than the first business day after) after the expiration date of the Offer accept for payment all Shares tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”) and (ii) promptly after the Offer Acceptance Time pay for such SharesAssets.

AtThe ordisclosures ~~prior~~under to the ~~Offer~~Introductory ~~Acceptance~~Note ~~Time, Lundbeck will authorize, execute~~ and ~~deliver~~Item ~~the~~3.01 ~~Contingent~~are ~~Value~~incorporated ~~Rights~~herein ~~Agreement~~by ~~in the form attached as Annex II to the Merger Agreement (the “CVR Agreement”)~~reference.

AsItem ~~soon~~2.04 asTriggering ~~practicable~~Events ~~following~~That ~~the~~Accelerate ~~acceptance~~or ofIncrease Shares pursuant to the Offer and upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law, Purchaser will merge with and into Alder, with Alder surviving as a ~~wholly~~Direct ~~owned~~Financial ~~subsidiary~~Obligation ~~of Lundbeck (the “Merger”), without a meeting~~ or ~~vote~~an ofObligation stockholders of Alder. At the effective time of the Merger (the “Effective Time”), the Shares not purchased pursuant to the Offer (other than Shares held by Alder, Lundbeck, Purchaser, any subsidiary of Lundbeck, or by stockholders of Alder who have perfected their statutory rights of appraisal under ~~Delaware~~an ~~law)~~Off-Balance ~~will~~Sheet ~~each be converted into the right to receive the Offer Price without interest and subject to any withholding of taxes~~Arrangement.

InThe ~~addition,~~disclosures atunder the ~~Effective~~Introductory ~~Time~~Note, ~~each~~Item ~~compensatory~~1.01 ~~option to purchase Shares (a “Company Option”) that is then outstanding~~ and ~~unexercised,~~Item ~~whether~~8.01 orare ~~not~~incorporated ~~vested~~herein and which has a per share exercise price that is less than the Closing Amount (each, an “In the Money Option”), will be cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time and (ii) one (1) CVR for each Share subject to such In the Money Option immediately prior to the Effective Timereference.

AtItem ~~the~~3.01 ~~Effective~~Notice ~~Time,~~of ~~each~~Delisting ~~Company Option other than an In the Money Option that is outstanding and unexercised, whether~~ or ~~not~~Failure ~~vested (each, an “Out of the Money Option”), will be cancelled and except as described below, be converted into the right~~ to ~~receive~~Satisfy a ~~cash~~Continued ~~payment,~~Listing ifRule ~~any, from Lundbeck with respect to each Share subject to the Out of the Money Option upon the Milestone Payment Date (as defined below)~~ or ~~such~~Standard; ~~earlier~~Transfer ~~date as may be required to ensure that such cash payment constitutes a short-term deferral under U.S. tax law, equal to the amount by which the sum~~ of ~~the Closing Amount and the amount per Share to be paid at the Milestone Payment Date (as defined below) exceeds the exercise price payable per Share under such Out of the Money Option~~Listing. No payment will be payable with respect to the Milestone (as defined below) being achieved after December 31, 2024, which is the expiration date under the CVR Agreement. Any Out of the Money Options with an exercise price payable per Share equal to or greater than $20.00 will be cancelled at the Effective Time without any consideration payable therefor.

AtThe ~~the~~disclosures ~~Effective~~under ~~Time,~~ the ~~holder~~Introductory ofNote ~~each~~are ~~time~~incorporated ~~vesting~~herein ~~restricted~~by stock unit with respect to Shares (a “Company RSU”), whether or not vested, will be entitled to receive (i) a cash payment equal to the product of (A) the Closing Amount and (B) the number of Shares subject to such Company RSU and (ii) one (1) CVR for each Share subject to such Company RSU immediately prior to the Effective Timereference.

AtOn ~~the~~October 22, ~~Effective Time~~2019, Alder (i) notified the ~~holder~~Nasdaq ofStock ~~each~~Market ~~performance~~LLC ~~vesting~~(“Nasdaq”) ~~restricted~~of ~~stock~~the ~~unit~~consummation ~~with~~of ~~respect~~the toMerger ~~Shares~~and (aii) requested ~~“Company~~that ~~PSU”~~Nasdaq (A), halt ~~whether~~trading orin ~~not~~the ~~vested,~~Shares ~~will~~for beOctober 22, ~~entitled~~2019, toand ~~receive~~suspend ~~(i) a~~trading ~~cash~~of ~~payment~~the ~~equal~~Shares toeffective before the ~~product~~opening of ~~(A) the~~trading ~~Closing~~on ~~Amount~~October 23, 2019, and (B) file with the ~~number~~SEC ofa ~~Shares~~Form ~~subject~~25 toNotification ~~such~~of ~~Company~~Removal ~~PSU~~from ~~immediately~~Listing ~~prior~~and/or Registration to delist and deregister the ~~Effective~~Shares ~~Time~~under Section 12(~~determined~~b) atof the ~~maximum~~Securities ~~level~~Exchange Act of ~~performance)~~1934, ~~and~~as ~~(ii) one~~amended (1the “Exchange Act”). ~~CVR~~As ~~for~~a ~~each~~result, ~~Share~~the ~~subject~~Shares towill ~~such~~no ~~Company~~longer ~~PSU~~be ~~immediately~~listed ~~prior~~on Nasdaq. Alder intends to file with the ~~Effective~~SEC ~~Time~~a ~~(determined~~certification aton Form 15 under the ~~maximum~~Exchange ~~level~~Act, requesting the suspension of ~~performance~~Alder’s reporting obligations under Sections 13 and 15(d). of the Exchange Act.

~~Upon~~Item the acceptance of Shares tendered pursuant to the Offer by Purchaser (the “Offer Acceptance Time”), each share of Alder’s Class A-1 Convertible Preferred Stock outstanding immediately prior to the Offer Acceptance Time will be cancelled without any further action on the part of Alder or the holders thereof3.03 InMaterial ~~consideration~~Modification for such cancellation, each holder of shares of Class A-1 Convertible Preferred Stock will automatically receive, for each Share issuable upon conversion of such shares of Class A-1 Convertible Preferred Stock that would have been issuable had such cancelled shares of Class A-1 Convertible Preferred Stock been converted immediately prior to ~~the~~Rights ~~Offer Acceptance Time, the same Offer Price receivable by holders~~ of ~~Shares~~Security ~~promptly after the Offer Acceptance Time, subject to any withholding tax~~Holders.

AtThe ~~the~~disclosures ~~Offer~~under ~~Acceptance Time, Lundbeck will cause Purchaser to assume each outstanding and unexercised warrant to purchase Class A-1 Convertible Preferred Stock (~~the ~~“Company~~Introductory ~~Warrant”)~~Note, onItem ~~the terms and conditions set forth in each Company Warrant~~2.04, ~~including~~Item ~~the~~3.01 ~~obligation~~and toItem ~~deliver~~5.03 toare ~~the~~incorporated ~~applicable~~herein ~~holders of the Company Warrant the same Offer Price receivable~~ by ~~holders of Shares~~reference.

~~The~~Item ~~Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature~~5.01 ~~Among~~Changes ~~other things, until the earlier of the termination of the Merger Agreement or the Effective Time, Alder has agreed to operate its business~~ in ~~the~~Control ordinary course consistent with past practice and has agreed to certain other operating covenants, as set forth fully in the Merger Agreement. The Merger Agreement also prohibits Alder’s solicitation of proposals relating to alternative transactions and restricts Alder’s ability to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such transaction, subject to certain limited exceptionsRegistrant.

The ~~Merger~~disclosures ~~Agreement also contains termination provisions for both Alder and Lundbeck and further provides that, upon termination of the Merger Agreement~~ under specified circumstances, including termination by Alder to accept and enter into a definitive agreement with respect to an unsolicited superior offer, Alder will be required to pay a termination fee of $87,000,000 (the ~~“Termination~~Introductory ~~Fee”).~~Note A superior offer includes a bona fide written proposal, that has not been withdrawn, pursuant to which, if consummated, a third party would acquire, directly or indirectly, 80% or more of the outstanding Shares or all of the assets of Alder, on terms that the board of directors of Alder in its good faith judgment (after consultation with outside legal counsel and ~~its~~Item financial advisors) determines would, if consummated, be more favorable to Alder’s stockholders (solely in their capacity as such) from a financial point of view than the terms of the Offer and the Merger and is reasonably likely to be completed on the terms proposed, taking into account relevant factors, including legal, regulatory, financial, financing aspects (including certainty of the consummation of the transactions)3.01 ~~Any~~are ~~termination~~incorporated ofherein ~~the Merger Agreement~~ by Alder in connection with a superior offer is subject to certain conditions, including Alder’s compliance with certain procedures set forth in the Merger Agreement and a determination by the board of directors of Alder that the failure to take such action would be inconsistent with their fiduciary duties to Alder’s stockholders under applicable law, payment of the Termination Fee by Alder and the concurrent execution of a definitive agreement between Alder and such third partyreference.

InAs ~~addition,~~a ~~either~~result ~~Alder~~of orthe ~~Lundbeck~~consummation ~~may~~of ~~terminate~~the Offer and the Merger ~~Agreement~~, atthere ~~any~~was ~~time~~a ~~prior~~change toin ~~the~~control ~~time~~of ~~Purchaser~~Alder, ~~accepts~~and Lundbeck, as the ~~Shares~~ultimate ~~tendered~~parent ~~pursuant~~of toPurchaser, ~~the~~acquired ~~Offer~~control ~~for~~of ~~payment,~~Alder. ifTo the ~~Merger~~knowledge ~~has~~of ~~not~~Alder, ~~been~~there ~~consummated~~are ~~prior~~no toarrangements ~~11:59~~that ~~p.m.,~~may ~~Eastern~~at ~~Time,~~a onsubsequent ~~December~~date ~~31,~~result ~~2019~~in ~~(the~~a ~~“End~~further ~~Date”).~~change in control of Alder.

~~Tender~~Item ~~and~~5.02 ~~Support~~Departure ~~Agreement~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Concurrently~~Pursuant ~~with~~to the ~~execution and delivery of the~~ Merger Agreement, ~~certain~~as ~~stockholders~~of ~~(each a “Tendering Stockholder”) entered into~~ the ~~Tender~~Effective ~~and Support Agreement (the “Tender Agreement”) with Lundbeck and Purchaser~~Time, ~~pursuant~~Bob ~~to which each Tendering Stockholder agreed~~Azelby, ~~among~~Paul ~~other things~~Carter, toPaul ~~tender his~~Cleveland, ~~her~~Jeremy ~~or its Shares pursuant to the Offer and~~Green, ifBruce ~~necessary~~Montgomery, ~~vote~~Heather ~~his~~Preston, ~~her~~Clay orSiegall ~~its~~and ~~Shares~~Wendy ~~(i) for~~Yarno ~~the~~each ~~adoption~~resigned ofand ~~the~~ceased ~~Merger~~to ~~Agreement if required; (ii) against any action or agreement that is intended or would reasonably~~ be ~~expected~~directors toof ~~result~~Alder inand amembers ~~breach~~ of any ~~covenant,~~committee ~~representation or warranty or any other obligation or agreement~~ of Alder’s ~~contained~~Board ~~in the Merger Agreement, or~~ of ~~any~~Directors. ~~Tendering~~These ~~Stockholder~~resignations ~~contained~~were ~~in the Tender Agreement, or would result in any of the conditions to the Offer or the Merger~~ not being timely satisfied; (iii) against any change in the board of directors of Alder; (iv) against any Acquisition Proposal (as defined in the Merger Agreement); (v) against any extraordinary corporate transaction, such as a ~~merger,~~result ~~consolidation or other business combination involving the Company (other than the Merger); (vi) against any sale, lease, license or transfer~~ of ~~a material amount of the business or assets, or~~ any ~~reorganization,~~disagreement ~~recapitalization~~between ~~or liquidation, of~~ Alder and ~~its subsidiaries; (vii) against any change in~~ the ~~present~~directors ~~authorized~~on ~~capitalization of Alder or~~ any ~~amendment~~matter orrelating ~~other change~~ to Alder’s ~~certificate of incorporation~~operations, ~~bylaws~~policies ~~and any other charter and organizational documents, including any amendment that would authorize any additional shares~~ or ~~classes of shares of capital stock or change in any manner the rights and privileges, including~~ practices.

~~voting~~Pursuant ~~rights~~to the Merger Agreement, as of ~~any~~the ~~class~~Effective Time, the directors and officers of ~~Alder’s~~Purchaser ~~capital~~immediately ~~stock;~~prior to the Effective Time became the directors and ~~(viii) against~~officers ~~any~~of ~~other~~the ~~plan~~Surviving Corporation. The director of Purchaser immediately prior to the Effective Time was Peter Anastasiou. The officers of Purchaser immediately prior to the Effective Time were Peter Anastasiou, ~~proposal~~President; Thomas D. Forrester, ~~arrangement~~Secretary; Julie A. Hakim, ~~action~~Treasurer; and Colleen Hickey, ~~agreement~~Assistant orSecretary. ~~transaction~~Information ~~involving~~regarding ~~Alder~~the ornew ~~its~~director ~~subsidiaries~~and ~~that~~executive isofficers ~~intended,~~has orbeen ~~would~~previously ~~reasonably~~disclosed bein ~~expected,~~Schedule I of the Offer to ~~impede~~Purchase to the Tender Offer Statement on Schedule TO filed by Lundbeck, ~~interfere~~Payor and Purchaser with the SEC on September 23, ~~delay~~2019, ~~postpone~~as subsequently amended, ~~adversely~~which ~~affect~~is orincorporated ~~prevent~~herein ~~the~~by ~~consummation~~reference. In addition, as of the ~~Offer~~Effective Time, the ~~Merger~~board orof the ~~other~~Surviving ~~transactions~~Corporation ~~contemplated~~re-elected Erin Lavelle as Chief Operating Officer; Randal Hassler as Executive Vice President; Nadia Dac as Chief Commercial Officer; and Paul Streck, M.D., as Chief Medical Officer. Information regarding these re-elected executive officers has been previously disclosed in Alder’s proxy statement for its annual meeting held on May 23, 2019 on Schedule 14A filed by Alder with the ~~Merger~~SEC ~~Agreement.~~on April 30, 2019, which is incorporated herein by reference.

AsIn ofconnection ~~September~~with 12Alder’s entry into the Merger Agreement and the transactions contemplated thereby, Alder ~~2019~~entered into a letter agreement with Mr. Robert Azelby on October 21, ~~approximately~~2019 (the 9“Azelby Letter”).9% The Azelby Letter provides that in the event that Mr. Azelby incurs an excise tax under Section 4999 of the ~~outstanding~~Internal ~~Shares~~Revenue ~~are~~Code, ~~subject~~in respect of payments and benefits made or provided to ~~the~~him ~~Tender~~in ~~Agreement~~connection with a change in control of Alder, Alder will provide Mr. Azelby ~~The~~with ~~Tender~~an ~~Agreement~~additional payment ~~terminates~~to the extent necessary to put him in the ~~event~~same ~~that~~after-tax position as he would have been in had he not incurred such an excise tax. The above description is a summary of the ~~Merger~~terms ~~Agreement~~of the Azelby Letter and is ~~terminated~~subject to and qualified in its entirety by the terms of the Azelby Letter, which is attached as Exhibit 10.1 to this report.

~~Contingent~~The ~~Value~~board ~~Rights~~of ~~Agreement~~directors also approved an amendment and restatement of the Executive Severance Benefit Plan, effective October 18, 2019 (the “Executive Severance Plan”). As amended and restated, the Executive Severance Plan now provides for payment upon a qualifying termination equal to 1.5 times base salary and 1.5 times target bonus for participants at the level of executive vice president and above; and a payment equal to nine (9) months of base salary and target bonus plus an additional one (1) month per year of service for senior vice presidents and vice presidents (up to a maximum of twelve (12) months). The amendment does not affect the severance entitlements of Alder’s Chief Executive Officer. The above description is a summary of the terms of the amended and restated Executive Severance Plan and is subject to and qualified in its entirety by the terms of the amended and restated Executive Severance Plan, which is attached as Exhibit 10.2 to this report.

AtItem or prior to Offer Acceptance Time, Lundbeck, Payor and a rights agent mutually acceptable to Lundbeck and Alder will enter into the CVR Agreement governing the terms of the CVRs to be received by the Alder’s stockholders5.03 ~~Each~~Amendments ~~holder will be entitled~~ to ~~one~~Articles ~~(1) CVR for each Share outstanding or underlying each~~ of ~~the~~Incorporation ~~In the Money Options, Company RSUs and Company PSUs, in each case, whether~~ or ~~not~~Bylaws; ~~vested,~~Change ~~and Class A-1 Convertible Preferred Stock that (i) the Purchaser accepts for payment from such holder pursuant to the Offer or (ii) is owned by or has been issued to such holder as~~ of ~~immediately~~Fiscal ~~prior to the Effective Time and is converted into the right to receive the Offer Price pursuant to the terms of the Merger Agreement~~Year. Each holder of the Company Warrant and the Convertible Senior Notes, upon the exercise of conversion thereof, will become entitled to one (1) CVR for each underlying Share of the Company Warrant and Convertible Senior Notes on an as converted basis, in the case of the Convertible Senior Notes solely to the extent cash is not delivered to converting holders in lieu of the CVR. Each holder of Out of the Money Options with an exercise price below $20.00 will receive the right to a cash payment of $20.00 minus the exercise price. The CVRs are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument and will not be registered or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Lundbeck, Purchaser, the Company or any of their affiliates.

~~Each~~Pursuant ~~CVR~~to ~~represents~~ the ~~right~~terms toof ~~receive~~ the ~~Milestone~~Merger ~~Payment~~Agreement, ~~upon~~as ~~the achievement~~ of the ~~first~~Effective ~~legally~~Time, ~~valid~~Alder’s ~~approval~~certificate byof ~~the~~incorporation, ~~European~~as ~~Commission~~in ofeffect aimmediately ~~“marketing~~prior ~~authorisation~~to ~~application”~~the ofEffective ~~any~~Time, ~~medicinal~~was ~~product~~amended ~~for~~and ~~human~~restated ~~use~~in ~~containing~~its ~~any~~entirety ~~Eptinezumab for~~ (the ~~prevention,~~“Amended ~~prophylaxis~~ and~~/or~~ ~~palliation~~Restated Certificate of ~~migraine,~~Incorporation”). ~~which~~In ~~approval~~addition, ~~relies~~pursuant onto the ~~efficacy~~terms ~~data~~of ~~and endpoints from~~ the ~~two~~Merger ~~concluded pivotal studies~~Agreement, ~~PROMISE-1~~at ~~and PROMISE-2 (~~the ~~“Milestone”).~~Effective ~~Such~~Time, ~~payment~~Alder’s ~~will~~by-laws, beas ~~made~~in oneffect orimmediately prior to the ~~date~~Effective ~~that~~Time, iswere ~~twenty~~amended ~~(20) business~~and ~~days~~restated ~~following~~in ~~the~~their ~~achievement~~entirety ~~of the Milestone~~ (the “~~Milestone~~Amended ~~Payment~~and ~~Date~~Restated By-Laws”).

~~There~~Copies ~~can~~of bethe noAmended ~~assurance~~and ~~that~~Restated Certificate of Incorporation and the ~~Milestone~~Amended ~~will~~and beRestated ~~achieved~~By-Laws ~~prior~~are tofiled ~~December~~as 31Exhibits 3.1 and 3.2, ~~2024~~respectively, ~~and~~to ~~that~~this ~~the~~Current ~~resulting~~Report ~~payment~~on ~~will~~Form be8-K, ~~required~~and ofare ~~Payor~~incorporated herein by reference.

Additional Information

The foregoing description of the Merger Agreement, the Tender Agreement and the CVR Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement and the Tender Agreement, which are attached as Exhibits 2.1 and 99.1 to this report, and the Form of CVR Agreement, which is attached as Annex II to the Merger Agreement, all of which are incorporated herein by reference.

The Merger Agreement, the Tender Agreement and the CVR Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of these agreements. They are not intended to provide any other factual information about Alder. The representations, warranties and covenants contained in each of these documents were or will be made only as of specified dates for the purposes of such agreement, were (except as expressly set forth therein) solely for the benefit of the parties to such agreements, and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC. Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Notice to Investors and Security Holders

The Offer referred to in this Current Report on Form 8-K (the “Current Report”) has not yet commenced. The description contained in this Current Report is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Lundbeck and Purchaser will file with the SEC. The solicitation and offer to buy Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, Lundbeck and Purchaser will file a tender offer statement on Schedule TO and thereafter Alder will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Lundbeck or Alder. Copies of the documents filed with the SEC by Alder will be available free of charge on Alder’s internet website at http://investor.alderbio.com/financial-information/sec-filings or by contacting Alder’s investor relations contact at +1 (212) 362-1200. Copies of the documents filed with the SEC by Lundbeck can be obtained, when filed, free of charge by directing a request to the Information Agent for the Offer which will be named in the Schedule TO.

In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Lundbeck, as well as the solicitation/recommendation statement filed by Alder, Alder will also file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed by Lundbeck or Alder at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Alder’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

Forward Looking Statements

The information contained in this Current Report is as of September 16, 2019. Alder assumes no obligation to update forward-looking statements contained in this Current Report as the result of new information or future events or developments.

This Current Report contains forward-looking information related to Lundbeck, Alder and the proposed acquisition of Alder by Lundbeck that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document and the accompanying exhibits include, among other things, statements about the potential benefits of the proposed acquisition, the anticipated contingent value right payment, anticipated royalties, earnings dilution and accretion, and growth, Lundbeck’s and Alder’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of Lundbeck and Alder, Alder’s product pipeline and portfolio assets, Alder’s ability to achieve certain milestones that trigger the contingent value right payment, the anticipated timing of closing of the proposed acquisition and expected plans for financing the proposed acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of Alder’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals and the risk that one or more governmental entities may deny approval); risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected

benefits and accretion from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Lundbeck’s common stock, Lundbeck’s credit ratings and/or Lundbeck’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies, including government-mandated price decreases of Lundbeck’s products; future business combinations or disposals; the uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the uncertainty that the milestones for the CVR payment may not be achieved in the prescribed timeframe or at all; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from Lundbeck’s and Alder’s clinical studies; whether and when drug applications may be filed in any jurisdictions for any potential indication for any of Lundbeck’s or Alder’s pipeline assets; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such products will be commercially successful; decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of any such products; and competitive developments.

A further description of risks and uncertainties relating to Alder can be found in Alder’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and https://www.alderbio.com/.

These forward-looking statements are based on numerous assumptions and assessments made by Lundbeck and Alder in light of their respective experiences and perceptions of historical trends, current conditions, business strategies, operating environment, future developments and other factors they believe are appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this corporate release could cause Lundbeck’s plans with respect to Alder, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in the forward-looking statements in this Current Report are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this corporate release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this corporate release.

Certain assumptions made by Lundbeck are required by Danish Securities Law for full disclosure of material corporate information. Some assumptions, including assumptions relating to sales associated with product that is prescribed for unapproved uses, are made considering past performances of other similar drugs for similar disease states or past performance of the same drug in other regions where the product is currently marketed. It is important to note that although physicians may, as part of their freedom to practice medicine in the U.S., prescribe approved drugs for any use they deem appropriate, including unapproved uses, at Lundbeck, promotion of unapproved uses is strictly prohibited.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 15, 2019, the board of directors adopted an amendment to Alder’s existing Amended and Restated Bylaws (the “Bylaws”) by adding a new Section 48 containing a forum selection provision (the “Amendment”). The Amendment provides that, unless Alder consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Alder; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of Alder to Alder or Alder’s stockholders; (iii) any action asserting a claim against Alder or any director, officer, stockholder, employee or agent of Alder arising out of or relating to any provision of the Delaware General Corporation Law or Alder’s Certificate of Incorporation or Bylaws; or (iv) any action asserting a claim against Alder or any director, officer, stockholder, employee or agent of Alder governed by the internal affairs doctrine of the State of Delaware. In the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein.

This summary is qualified in its entirety by reference to the Amendment to the Bylaws, dated as of September 15, 2019, and filed as Exhibit 3.1 hereto and incorporated by reference herein.

Item 8.01

Other Events.

OnThe ~~September~~description ~~16,~~contained ~~2019,~~under ~~Alder~~the ~~and~~Introductory ~~Lundbeck~~Note ~~issued~~above aand ~~joint~~in ~~press~~Item ~~release~~1.01 ~~announcing the execution~~ of ~~the~~this ~~Merger~~Current ~~Agreement.~~Report Aon ~~copy~~Form of8-K ~~the press release~~ is ~~attached~~hereby toincorporated ~~this~~by ~~Current~~reference ~~Report~~in asits ~~Exhibit~~entirety ~~99.2~~into ~~and~~this isItem ~~incorporated herein by reference~~8. 01.

The consummation of the Merger constitutes a Common Stock Change Event, a Fundamental Change and a Make-Whole Fundamental Change under the Indenture (each, as defined in the Indenture), and the effective date of such Fundamental Change and such Make-Whole Fundamental Change is October 22, 2019. Accordingly, following the Merger, and in each case subject to the terms of the Indenture, each holder of the Convertible Notes has the right to (i) convert each $1,000 principal amount of Convertible Notes based on a number of Shares equal to the Conversion Rate into (a) prior to the earlier of the occurrence of the Milestone and December 31, 2024, $18.00 in cash and one (1) CVR, (b) after the occurrence of the Milestone on or prior to December 31, 2024, $18.00 in cash and one Milestone Payment in cash and (c) after December 31, 2024 if the Milestone has not occurred on or prior to such date, $18.00 in cash or (ii) require Alder to repurchase for cash all of such holder’s Convertible Notes, or any portion thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof, at a repurchase price equal to 100% of the principal amount of such Convertible Notes plus accrued and unpaid interest thereon to, but excluding, the repurchase date designated by Alder (the “Fundamental Change Repurchase Date”) in a notice to the holders of the Convertible Notes and the Trustee (the “Fundamental Change Company Notice”), which Fundamental Change Repurchase Date will be not less than 20 or more than 35 Business Days (as defined in the Indenture) following the date of delivery of the Fundamental Change Company Notice. In accordance with the Indenture, Alder will provide the Fundamental Change Company Notice on or before the 20^th calendar day after the occurrence of the Merger.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
ExhibitNumber		Description
	2.1	Agreement and Plan of Merger, dated September 16, 2019, by and among Alder BioPharmaceuticals, Inc., H. Lundbeck A/S, Lundbeck LLC and Violet Acquisition Corp. (incorporated by reference to Exhibit 2.1 to Alder’s Current Report on Form 8-K filed with the SEC on September 16, 2019).*
	3.1	~~Amendment to Alder’s~~ Amended and Restated ~~Bylaws~~Certificate of Incorporation of Alder BioPharmaceuticals, Inc., dated ~~September~~October 1522, 2019.
	99.1	Tender and Support Agreement, by and among Lundbeck, Purchaser and certain stockholders of Alder.
	3.2	Amended and Restated By-Laws of Alder BioPharmaceuticals, Inc., dated October 22, 2019.
	99.2	Joint Press Release, dated September 16, 2019
	4.1	Base Indenture, dated February 1, 2018, between Alder BioPharmaceuticals, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Alder’s Current Report on Form 8-K filed with the SEC on February 1, 2018).
	4.2	First Supplemental Indenture, dated February 1, 2018, between Alder BioPharmaceuticals, Inc. and U.S. Bank National Association, as Trustee (including the form of 2.50% convertible senior notes due 2025) (incorporated by reference to Exhibit 4.2 to Alder’s Current Report on Form 8-K filed with the SEC on February 1, 2018).
	4.3	Second Supplemental Indenture, dated October 22, 2019, among Alder BioPharmaceuticals, Inc., Lundbeck LLC, and U.S. Bank National Association.
	10.1	Letter Agreement, dated October 21, 2019, between Robert W. Azelby and Alder BioPharmaceuticals, Inc.
	10.2	Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan, effective October 18, 2019.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Alder BioPharmaceuticals, Inc. By: /s/ ~~Robert~~Peter W.Anastasiou ~~Azelby~~Name: ~~Robert~~Peter W.Anastasiou ~~Azelby~~Title: President ~~and Chief Executive Officer~~

Dated: ~~September 16~~October 22, 2019

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