UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant   ☒

Filed by a party other than the Registrant   ☐

Check the appropriate box:

☐   Preliminary Proxy Statement

☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒   Definitive Proxy Statement

☐   Definitive Additional Materials

☐   Soliciting Material under §240 14a-12

SPRINGWORKS THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐   No fee required.

☒   Fee paid previously with preliminary materials.

☐   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

SPRINGWORKS THERAPEUTICS, INC.
100 Washington Blvd
Stamford, Connecticut 06902

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

May 28, 2025

Dear stockholders of SpringWorks Therapeutics, Inc.:

You are cordially invited to attend a special meeting of the stockholders of SpringWorks Therapeutics, Inc., a Delaware corporation (“SpringWorks,” the “Company,” “we,” “us” or “our”), to be held virtually on June 26, 2025 at 10:00 a.m. Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). If you are a Company stockholder as of the close of business on May 27, 2025 (the “Record Date”), you will be able to attend and vote at the virtual Special Meeting by visiting meetnow.global/​MX9TAMZ and using the 15-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of April 27, 2025, with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into SpringWorks, with SpringWorks surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the issued and outstanding shares of SpringWorks common stock, par value $0.0001 per share (the “Company Shares”), issued and outstanding as of the Record Date is required to approve the Merger Proposal. At the Special Meeting, you also will be asked to consider and vote on (i) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”) and (ii) a proposal to approve, by advisory (non-binding) vote, certain compensation that may be paid or become payable to SpringWorks’ named executive officers in connection with the Merger (the “Compensation Proposal”). Each of the Adjournment Proposal and the Compensation Proposal requires the affirmative vote of a majority of the votes properly cast for and against such proposal.

If the Merger is consummated, you will be entitled to receive $47.00 in cash, without interest and less any applicable withholding taxes, for each Company Share that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). Such merger consideration represents a premium of 26% to SpringWorks’ unaffected 20-day volume-weighted average price of $37.38 on February 7, 2025, the day prior to the first market speculation of a potential transaction between Parent and SpringWorks.

The Board of Directors of SpringWorks (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of SpringWorks and the holders of Company Shares, (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the General Corporation Law of the State of Delaware, (iii) resolved to recommend that holders of Company Shares vote to approve the adoption of the Merger Agreement, and (iv) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger. The Board recommends that holders of Company Shares vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal and “FOR” the Compensation Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the accompanying proxy statement, including all documents incorporated by

 

 

reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about SpringWorks from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked prior to its exercise at the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of Company Shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Company Shares as of the close of business on the Record Date.

If you have questions or need assistance voting your Company Shares, please contact:

7 Penn Plaza
New York, New York 10001
proxy@mackenziepartners.com
Call Collect: 212-929-5500
Or
Toll-Free (800) 322-2885

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Very truly yours,

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.   This proxy statement is dated May 28, 2025 and, together with the enclosed form of proxy card, is first being mailed to Company stockholders on or about May 28, 2025.

 

 

SPRINGWORKS THERAPEUTICS, INC.
100 Washington Boulevard
Stamford, Connecticut 06902

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 26, 2025

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of SpringWorks Therapeutics, Inc., a Delaware corporation (“SpringWorks,” the “Company,” “we,” “us” or “our”), will be held virtually via live webcast at meetnow.global/MX9TAMZ on June 26, 2025 at 10:00 a.m. Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). The Special Meeting is being held for the following purposes:

1.

To consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of April 27, 2025, by and among Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), EMD Holdings Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and SpringWorks, pursuant to which Merger Sub will be merged with and into SpringWorks, with SpringWorks surviving as a wholly owned subsidiary of Parent (the “Merger”);

​

2.

To consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes in person or by proxy to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting; and

​

3.

To consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to SpringWorks’ named executive officers in connection with the Merger.

​

Only holders of shares of SpringWorks common stock, par value $0.0001 per share (the “Company Shares”), issued and outstanding as of the close of business on May 27, 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board recommends that you vote:

1.   “FOR” the proposal to adopt the Merger Agreement (the “Merger Proposal”);

2.   “FOR” the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting; and

3.   “FOR” the proposal to adopt the compensation to SpringWorks’ named executive officers in connection with the Merger (the “Compensation Proposal”).

SpringWorks will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof.

Your vote is very important, regardless of the number of Company Shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Company Shares as of the close of business on the Record Date. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not

 

 

be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding Company Shares as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to SpringWorks before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

By Order of the Board of Directors,

/s/ Saqib Islam

Saqib Islam
Chief Executive Officer

Stamford, Connecticut
May 28, 2025

 

 

YOUR VOTE IS VERY IMPORTANT!

Whether or not you plan to attend the Special Meeting, please submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may revoke your proxy or change your vote before it is voted at the Special Meeting.

If your Company Shares are held in the name of a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If your Company Shares are registered directly in your name, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your Company Shares through a bank, broker or other nominee and do not have a 15-digit control number, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by virtual ballot at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and will have the same effect as a vote “AGAINST” the Merger Proposal.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your Company Shares, please contact our proxy solicitor by using the contact information provided below:

7 Penn Plaza
New York, New York 10001
proxy@mackenziepartners.com
Call Collect: 212-929-5500
Or
Toll-Free (800) 322-2885

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

​

1

 

2

 

​

3

 

4

 

5

 

​

6

 

​

7

 

​

8

 

​

9

 

​

10

 

11

 

12

 

13

 

14

 

15

 

​

16

 

17

 

18

 

​

19

 

​

20

 

21

 

​

22

 

23

 

24

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “should,” “will,” “would” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements, such as statements about the consummation of the proposed Merger and the anticipated benefits thereof, are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference into this proxy statement, and the following factors:

•

the inability to consummate the Merger within the anticipated time period, or at all, including, but not limited to, as a result of the failure to obtain the required approval of the Company Stockholders or the failure to satisfy the other conditions to the consummation of the Merger;

​

•

the risk that the parties may be unable to obtain the regulatory approvals required to complete the Merger, or that the required regulatory approvals may delay the consummation of the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger;

​

•

the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including, but not limited to, the risk that the Merger Agreement may be terminated in circumstances requiring us to pay a termination fee to Parent;

​

•

the risk that our stock price may decline significantly, including below our stock price prior to the public announcement of the execution of the Merger Agreement, if the Merger is not consummated;

​

•

the effect of the announcement, pendency or consummation of the Merger on our business relationships (including, but not limited to, employees, suppliers, vendors, other business partners and governmental entities), operating results, cash flows and SpringWorks’ business generally;

​

•

risks that the proposed Merger may disrupt our current plans and operations or affect our ability to retain or recruit key employees;

​

•

the response of competitors to the proposed Merger;

​

•

the amount of the costs, fees, expenses and charges incurred by SpringWorks related to the Merger Agreement or the Merger;

​

•

risks associated with the diversion of our management and employees attention from ongoing business operations due to the proposed transaction;

​

•

the effect of the restrictions placed on our business activities pursuant to the Merger Agreement and the limitations on our ability to pursue certain business opportunities and alternatives to the Merger during the pendency of the Merger;

​

•

the nature, cost and outcome of any litigation and other legal proceedings, including, but not limited to, any such proceedings related to the Merger and instituted against us and others;

​

•

the fact that under the terms of the Merger Agreement, we are unable to solicit other Acquisition Proposals during the pendency of the Merger;

​

•

the fact that receipt of the all-cash Merger Consideration would be taxable to our stockholders that are treated as U.S. Holders for United States federal income tax purposes;

​

•

risks related to the implementation of our business model and strategic plans for our business, commercial products and product candidates;

​

•

risks related to the advancement of product candidates into, and successful completion of, preclinical and clinical investigations, studies or clinical trials (together, “Clinical Trials”);

​

 

25

 

•

risks and uncertainties related to regulatory application, review and approval processes and SpringWorks’ compliance with applicable legal and regulatory requirements;

​

•

general industry conditions and competition; and

​

•

risks related to the potential impact of general economic, political and market factors on the parties to the proposed Merger.

​

Consequently, there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, SpringWorks or its businesses or operations. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included in this proxy statement and elsewhere, including the risk factors included in SpringWorks’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and other reports filed with the SEC.

Any forward-looking statement made in this proxy statement speaks only as of the date on which it is made. SpringWorks can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. SpringWorks undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If SpringWorks does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

 

26

 

THE COMPANIES

SpringWorks Therapeutics, Inc.

SpringWorks is a Delaware corporation with principal executive offices located at 100 Washington Boulevard, Stamford, Connecticut 06902, telephone number (203) 883-9490. SpringWorks is a commercial-stage biopharmaceutical company applying a precision medicine approach to developing and commercializing life-changing medicines for underserved patient populations suffering from devastating rare diseases and cancer. SpringWorks has a differentiated portfolio of small molecule targeted oncology assets, including two approved products and several clinical and preclinical product candidates at various stages of development, and is advancing programs in rare tumor types as well as highly prevalent, genetically defined cancers. OGSIVEO (nirogacestat), SpringWorks’ first commercial product, is a novel, oral, selective gamma secretase inhibitor that is the first and only FDA-approved therapy for the treatment of adult patients with progressing desmoid tumors who require systemic treatment. GOMEKLI (mirdametinib), SpringWorks’ second commercial product, is an oral, small molecule mitogen-activated protein kinase kinases 1 and 2 inhibitor, for the treatment of adult and pediatric patients two years of age and older with neurofibromatosis type 1 who have symptomatic plexiform neurofibromas not amenable to complete resection. SpringWorks is seeking to expand the reach of nirogacestat and mirdametinib to additional geographies and is exploring opportunities for nirogacestat and mirdametinib in additional indications. In addition, SpringWorks is advancing a portfolio of earlier-stage product candidates in areas of high unmet need, including SW-682, an investigational, oral, small molecule transcriptional enhanced associate domain inhibitor for the potential treatment of Hippo-mutant solid tumors and SW-3431, an investigational, potentially first-in-class, small molecule activator of protein phosphatase 2A complexes. The Company Shares are listed on Nasdaq under the symbol “SWTX.” See “The Companies — SpringWorks Therapeutics, Inc.” beginning on page 27 of this proxy statement.

Merck KGaA, Darmstadt, Germany

Parent, a leading science and technology company, operates across life science, healthcare and electronics. More than 62,000 employees work to make a positive difference to millions of people’s lives every day by creating more joyful and sustainable ways to live. From providing products and services that accelerate drug development and manufacturing as well as discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices — the company is everywhere. In 2024, Parent generated sales of € 21.2 billion in 65 countries. Parent holds the global rights to the name and trademark “Merck” internationally. The only exceptions are the United States and Canada, where the business sectors of Parent operate as MilliporeSigma in life science, EMD Serono in healthcare and EMD Electronics in electronics. Since its founding in 1668, scientific exploration and responsible entrepreneurship have been key to the company’s technological and scientific advances. To this day, the founding family remains the majority owner of the publicly listed company. Shares of Parent are listed on the Frankfurt Stock Exchange under the ticker symbol “MRK.” For more information about Parent, please visit Parent’s website at http://www.emdgroup.com. The information contained on Parent’s website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement or any other report or document on file with or furnished to the SEC.

EMD Holdings Merger Sub, Inc.

Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent, with a registered office located at 251 Little Falls Drive, Wilmington, Delaware. Merger Sub was formed solely for the purpose of effecting the Merger and the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will cease to exist.

 

27

 

THE SPECIAL MEETING

We are furnishing this proxy statement to Company Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to Company Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on June 26, 2025, at 10:00 a.m. Eastern Time. Company Stockholders as of the close of business on the Record Date will be able to virtually attend and vote at the Special Meeting by visiting meetnow.global/MX9TAMZ.

Company Shares held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website. Company Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website using the 15-digit control number included in your proxy materials. If you did not receive a 15-digit control number and wish to vote at the Special Meeting, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

Pre-Registering for the Special Meeting

In order to attend the Special Meeting, you must register in advance at meetnow.global/MX9TAMZ and provide the control number located on your voting instruction form or proxy card.

Purpose of the Special Meeting

At the Special Meeting, we will ask the Company Stockholders as of the Record Date to vote on the Merger Proposal, the Adjournment Proposal, and the Compensation Proposal. If holders of Company Shares fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 78 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about May 28, 2025.

Record Date; Shares Entitled to Vote; Quorum

Only Company Stockholders of record as of the close of business on May 27, 2025, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 100 Washington Blvd, Stamford, Connecticut 06902, during regular business hours for a period of at least 10 days before the Special Meeting.

As of the Record Date, there were 75,348,995 Company Shares issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of Company Stockholders is necessary to transact business at the Special Meeting. The Company’s Bylaws provide that a majority of the issued and outstanding Company Shares entitled to vote on any matters, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Company Shares present virtually during the Special Meeting will be considered Company Shares represented in person at the meeting. In general, Company Shares that were issued and outstanding as of the Record Date and are represented by a properly signed and returned proxy card will be counted as Company Shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Company Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. If a beneficial owner of Company Shares held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Company Shares will be deemed present at the Special

 

28

 

Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Vote Required; Abstentions and Broker Non-Votes

Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding Company Shares issued and outstanding as of the close of business on the Record Date and entitled to vote thereon. Adoption of the Merger Agreement by Company Stockholders is a condition to the closing of the Merger. A failure to vote your Company Shares or an abstention from voting for the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes properly cast for and against such proposal. An abstention from voting for the Adjournment Proposal will have no effect on the Adjournment Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Adjournment Proposal will have no effect on the Adjournment Proposal.

Approval of the Compensation Proposal requires the affirmative vote of a majority of the votes properly cast for and against such proposal. An abstention from voting for the Compensation Proposal will have no effect on the Compensation Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Compensation Proposal will have no effect on the Compensation Proposal.

Company Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of SpringWorks and their affiliates beneficially owned and were entitled to vote, in the aggregate, 6,002,168 Company Shares, which represented approximately 7.97% of the Company Shares issued and outstanding on that date.

Voting; Proxies

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on June 26, 2025 at 10:00 a.m. Eastern Time at meetnow.global/MX9TAMZ.

You also may authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although SpringWorks offers four different voting methods, SpringWorks encourages you to vote over the Internet or by telephone as SpringWorks believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed.

Providing Voting Instructions by Proxy

To ensure that your Company Shares are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your Company Shares held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

 

29

 

Company Shares Held by Record Holders

If you are a stockholder of record and your Company Shares are registered in your name with our transfer agent, Computershare, you may submit your proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet.   This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number 1-800-690-6903 or via the Internet by following the instructions specified on the enclosed proxy card. Votes submitted by telephone or via the Internet for the matters brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m. Eastern Time on June 25, 2025, the day preceding the Special Meeting. Your Company Shares will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card.   If you complete, sign, date and return the enclosed proxy card by mail so that it is received prior to 11:59 p.m. Eastern Time on June 25, 2025, the day preceding the Special Meeting, your Company Shares will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All Company Shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such Company Shares represented by your properly signed proxy card will be voted “FOR” each of the Merger Proposal, the Adjournment Proposal, and the Compensation Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you attend the Special Meeting, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the vote regarding the Adjournment Proposal or the Compensation Proposal.

Company Shares Held in “Street Name”

If your Company Shares are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your Company Shares. You may cause your Company Shares to be voted through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Company Shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your Company Shares with respect to such matters. A “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. SpringWorks does not expect any broker non-votes at the Special Meeting because the Merger Proposal, the Adjournment Proposal, and the Compensation Proposal described in this proxy statement are “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal and will have no effect on the Adjournment Proposal and the Compensation Proposal. However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the bank, broker or other nominee with respect to one of

 

30

 

the proposals, but gives no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For Company Shares held in “street name,” only Company Shares affirmatively voted “FOR” the Merger Proposal, the Adjournment Proposal, or the Compensation Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

•

delivering a written notice of revocation of your proxy to our Corporate Secretary at SpringWorks Therapeutics, Inc., 100 Washington Blvd, Stamford, Connecticut 06902, Attention: Corporate Secretary, prior to the Special Meeting;

​

•

signing a new proxy card with a date later than the date of the previously submitted proxy card relating to the same Company Shares and returning it to us by mail prior to the Special Meeting;

​

•

submitting a new proxy by telephone prior to 11:59 p.m. Eastern Time on June 25, 2025, the day preceding the Special Meeting;

​

•

submitting a new proxy by Internet prior to 11:59 p.m. Eastern Time on June 25, 2025, the day preceding the Special Meeting; or

​

•

attending the Special Meeting and voting thereat (simply attending the Special Meeting will not cause your proxy to be revoked).

​

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to SpringWorks or by sending a written notice of revocation to SpringWorks, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by SpringWorks before the Special Meeting.

If you hold your Company Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote in person at the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of Company Shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. If a quorum is not present, then under the Company’s Bylaws, the presiding officer shall have power to adjourn the Special Meeting until a quorum is present or represented, and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, the Company’s Bylaws provide that if any such

 

31

 

adjournment is for more than 30 days, or if after an adjournment a new record date for determining stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

In the event that there is present at the Special Meeting, in person or by proxy, sufficient favorable voting power to secure the vote of the Company Stockholders necessary to adopt the Merger Agreement, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

Board Recommendation

The Board, after considering the various factors more fully described under “The Merger — Recommendation of the SpringWorks Board of Directors and Reasons for the Merger” beginning on page 45 of this proxy statement, (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of SpringWorks and the holders of Company Shares, and (iii) resolved to recommend that the holders of Company Shares adopt the Merger Agreement (the matters described in clauses (i) through (iii), the “Board Recommendation”) and (iv) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation by the Company of the Transactions, including the Merger.

The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal, and “FOR” the Compensation Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained MacKenzie to solicit proxies in connection with the Special Meeting at a cost of approximately $20,000 plus expenses. We will also indemnify the proxy solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of Company Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in the second half of 2025, assuming satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of SpringWorks and Parent, that the Merger will be consummated at a later time or not at all.

Appraisal Rights

If the Merger is consummated, stockholders who do not wish to accept the applicable merger consideration are entitled to seek appraisal of their Company Shares under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their Company Shares, their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262. Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined

 

32

 

to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of Company Shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such shares through the Effective Time, (ii) has not consented to the Merger in writing, voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262 of the DGCL, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares, and (v) in the case of a beneficial owner, is a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (c) provides an address at which such beneficial owner consents to receive notices given by SpringWorks and to be set forth on the Chancery List (as defined in the section entitled “The Merger — Appraisal Rights” beginning on page 69 of this proxy statement), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL is attached to this proxy statement as Annex D. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section entitled “The Merger — Appraisal Rights” beginning on page 69 of this proxy statement and Annex D.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon a written request or verbal request to SpringWorks Therapeutics, Inc., Attention: Corporate Secretary, 100 Washington Boulevard, Stamford, Connecticut 06902, telephone number (203) 883-9490. Company Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their bank, broker or other intermediary or sending a written request to us at the address above.

 

33

 

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

7 Penn Plaza
New York, New York 10001
proxy@mackenziepartners.com
Call Collect: 212-929-5500
Or
Toll-Free (800) 322-2885

If your bank, broker or other nominee holds your Company Shares, you should also call your bank, broker or other nominee for additional information.

 

34

 

THE MERGER

The following is a description of the material aspects of the Merger. This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on SpringWorks

If the Merger Agreement is adopted by the Company Stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into SpringWorks, with SpringWorks continuing as the Surviving Corporation and a wholly owned subsidiary of Parent.

The Company Shares are listed and trade on Nasdaq under the symbol “SWTX.” As a result of the Merger, SpringWorks will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. Prior to the Effective Time, we will cooperate with Parent to delist the Company Shares from Nasdaq and deregister the Company Shares under the Exchange Act, provided that such delisting and deregistration will not be effective until after the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation or Parent.

Effect on SpringWorks if the Merger Is Not Consummated

If the Merger Agreement is not adopted by the affirmative vote of holders of at least a majority of the issued and outstanding Company Shares issued and outstanding as of the close of business on the Record Date and entitled to vote thereon or if the Merger is not consummated for any other reason, Company Stockholders will not receive any payment for their Company Shares pursuant to the Merger Agreement. Instead, SpringWorks will remain a public company, the Company Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Shares would return to the price at which the Company Shares traded prior to the public announcement of the execution of the Merger Agreement on April 27, 2025 or as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Company Shares. If the Merger is not consummated, the Board will continue to evaluate and review our business, operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the affirmative vote of holders of at least a majority of the issued and outstanding Company Shares issued and outstanding as of the close of business on the Record Date and entitled to vote thereon or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to SpringWorks will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the Merger Agreement, under specified circumstances, SpringWorks may be required to pay Parent a termination fee, as described under the section titled “The Merger Agreement — Termination Fee; Certain Expenses” beginning on page 100 of this proxy statement.

Merger Consideration

At the Effective Time, by virtue of the Merger and without any action on the part of the holder, all Company Shares issued and outstanding immediately prior to the Effective Time, other than Excluded Shares will be converted into the right to receive $47.00 in cash, without interest and less any applicable withholding taxes, and will cease to be outstanding, will automatically be cancelled and will cease to exist, and each certificate representing any Eligible Shares immediately prior to the Effective Time and each book-entry account representing any non-certificated Eligible Share immediately prior to the Effective Time, will

 

35

 

thereafter only represent the right to receive $47.00 in cash, without interest and less any applicable withholding taxes. Each Company Share owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, SpringWorks or any wholly owned subsidiary of SpringWorks, and in each case not held on behalf of third parties immediately prior to the Effective Time will automatically be cancelled without any conversion and will cease to exist and no payment or distribution will be made.

At the Effective Time, each outstanding Company Option (or portion thereof) that is vested as of immediately prior to the Effective Time will automatically be cancelled and will entitle the holder thereof to receive (without interest) an amount in cash (less applicable tax withholding) equal to the product (rounded down to the nearest whole cent) of (i) the total number of Company Shares subject to such vested Company Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the Company Shares subject to such vested Company Option immediately prior to the Effective Time. Any vested Company Option which has an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration or payment.

At the Effective Time, each Company Option (or portion thereof) that is unvested as of immediately prior to the Effective Time will automatically cease to represent an option to purchase Company Shares and will be converted into a Parent Cash-Based Option Award in respect of an amount in cash, less applicable tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of Company Shares subject to such unvested Company Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the Company Shares subject to such unvested Company Option immediately prior to the Effective Time. Each Parent Cash-Based Option Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of the unvested Company Option immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based Option Award will vest, subject to the applicable holder’s continued employment with Parent through such date. Any unvested Company Option which has an exercise price per share that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration or payment.

At the Effective Time, each Company RSU, whether vested or unvested, will cease to represent a restricted stock unit award denominated in Company Shares and will be converted into a Parent Cash-Based RSU Award in respect of an amount in cash, less applicable tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of Company Shares subject to such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration. Each Parent Cash-Based RSU Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of the Company RSU immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based RSU Award will vest, subject to the applicable holder’s continued employment with Parent through such date.

At the Effective Time, each Company PSU, whether vested or unvested, will automatically cease to represent a performance share unit award denominated in Company Shares and only entitle the holder thereof to receive (without interest) an amount in cash, less applicable tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of Company Shares subject to such Company PSU immediately prior to the Effective Time with performance levels determined as set forth in the applicable Company PSU award agreement and (ii) the Merger Consideration.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a SpringWorks stockholder as a result of the Merger (except that any holder of Company Shares for which appraisal rights have been so duly demanded will have those rights granted under Section 262 of the DGCL), nor will you be entitled to receive any shares in Parent or the Surviving Corporation.

Each of the Paying Agent, the Surviving Corporation, and Parent (and any of their respective affiliates) will be entitled to deduct and withhold from the consideration payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the Paying Agent, the Surviving Corporation, or Parent (or any of their respective affiliates), as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental

 

36

 

authority, such amounts will be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board or the representatives of SpringWorks, Parent and other parties.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and management of the Company periodically review, consider and assess the Company’s operations and financial performance and overall industry, macroeconomic and geopolitical conditions, as they may affect those strategic goals and plans, with the goal of enhancing stockholder value. This review at times includes, among other things, the consideration of potential opportunities for strategic collaborations, business combinations, acquisitions and other financial and strategic alternatives.

On June 25, 2024, Saqib Islam, the Company’s Chief Executive Officer, attended an industry conference in Barcelona, Spain and was introduced to Dr. Matthias Müllenbeck, Senior Vice President, Head of Global Business Development and Alliance Management of Parent’s Healthcare Division. At the end of the meeting, Dr. Müllenbeck indicated that he would like to continue discussions and learn more about the Company and its business.

On July 1, 2024, senior members of Company management, including Dr. Badreddin Edris, the Company’s Chief Operating Officer, met with representatives of Parent to further discuss the Company’s business and its products. During the discussion, Parent indicated a desire to enter into a non-disclosure agreement in order to receive additional information regarding the business and explore a potential strategic transaction between the parties.

On July 5, 2024, the Company and Parent entered into a mutual confidential disclosure agreement. Such mutual confidential disclosure agreement did not contain a standstill provision, but included a customary employee non-solicitation provision prohibiting Parent from soliciting Company employees, subject to certain customary exceptions. Mr. Islam and Dr. Edris apprised the Board of the discussions with Parent, including management’s preparation for a discussion with management that would be held with Parent and other potential strategic counterparties at the appropriate time.

On July 16, 2024, representatives of Parent attended a discussion with the Company’s management, including with Dr. Edris and Bhavesh Ashar, the Company’s Chief Commercial Officer, on the Company’s lead products, financial condition and operations.

On July 18, 2024, senior members of Company management, including Dr. Edris and Benjamin Adler, the Company’s Vice President of Strategy and Business Development, met with representatives of Parent, to discuss next steps in a potential transaction between the parties.

Following these meetings, Mr. Islam updated and consulted with individual members of the Board on potential next steps in further exploring a potential strategic transaction with Parent and on outreach generally to other potential interested counterparties.

On September 3, 2024, Mr. Islam met with a senior executive of Party B. Party B indicated in this meeting that any potential transaction between Party B and the Company would likely be structured as a carve-out or other similar structure resulting in an acquisition by Party B of only the nirogacestat business.

On September 11, 2024, representatives of the Company and Parent held a diligence session regarding intellectual property matters. The parties held multiple diligence sessions regarding intellectual property, commercialization and regulatory matters throughout the next several weeks until Parent submitted its initial offer on October 23, 2024.

During September 2024, Mr. Islam spoke with each of the directors about retaining financial advisors to assist the Company in the strategic transaction process, and solicited their recommendations for such.

 

37

 

On September 25, 2024, with the support of the Board, based on the reputation and industry expertise of Centerview, the Company entered into a customary confidentiality agreement with Centerview in connection with its potential engagement as joint financial advisor to the Board with respect to a potential strategic transaction, including a potential sale of the Company. At such time, the Board also determined, based on the reputation and industry expertise of Goldman Sachs, as well as its familiarity with the Company, that it would retain Goldman Sachs as joint financial advisor to the Board in connection with a potential strategic transaction, including a potential sale of the Company.

On October 23, 2024, Parent submitted a written non-binding expression of interest to acquire all of the outstanding shares of the Company for $44.00 per share in cash, subject to completion of critical due diligence and the negotiation of a definitive agreement (the “October 23 proposal”). The October 23 proposal noted that it was not subject to any financing condition and included a request for additional due diligence.

Also on October 23, 2024, Mr. Islam and Dr. Edris met with representatives of Party B to discuss generally the Company’s timeline for a potential strategic transaction. During this meeting, Mr. Islam and Dr. Edris conveyed that the Company was willing to consider an offer from Party B for only the nirogacestat business and encouraged Party B to enter into a confidentiality agreement in order to progress their diligence.

On October 24, 2024, the Board held a meeting at which senior members of Company management and representatives of Centerview, Goldman Sachs and Goodwin Procter LLP (“Goodwin”), outside counsel to the Company, were present. At this meeting, the representatives of Centerview and Goldman Sachs reviewed a summary of the key terms of the October 23 proposal, and the representatives of Goodwin reviewed the fiduciary duties of the directors in evaluating a potential sale of the Company, in light of the proposal submitted by Parent, and the Board’s review of Parent’s proposal. The Board also discussed whether any other pharmaceutical and biotechnology companies might have interest in a potential strategic transaction with the Company, including weighing the potential benefits of outreach to other potential counterparties against the potential risks, as well as the risk of leaks inherent in such a process and the potential impact on the Company’s business of such leaks. At the conclusion of this discussion, the Board determined that the Company should prioritize reaching out to those parties that would be most likely to have interest in an acquisition of the whole Company, be able to move decisively and have the ability to consummate a transaction of the size and nature of the Company. Accordingly, in addition to continuing discussions with Parent and Party B, the Board authorized Centerview and Goldman Sachs to contact seven additional strategic counterparties, which were discussed at the Board meeting, to invite such parties to evaluate their interest in a potential strategic transaction with the Company. The Board discussed with its advisors contacting non-strategic counterparties as well, but the Board ultimately determined to focus on strategic counterparties due to the low likelihood a non-strategic counterparty would be interested in a strategic transaction involving the Company’s business at an attractive price. The Board then discussed Parent’s request for additional priority due diligence items and authorized management to provide Parent with such items. The Board concluded that it would not be willing to enter into a transaction with Parent based on the terms of the October 23 proposal, but that it was willing to continue to explore a potential transaction with Parent with the expectation that the valuation could be increased following additional limited diligence.

Following such meeting, at the direction of the Board, beginning on October 24, 2024, representatives of Centerview and Goldman Sachs contacted the seven additional counterparties to evaluate their interest in a potential strategic transaction with the Company. Each such party ultimately declined to proceed in such discussions and none entered into nondisclosure agreements with the Company.

On October 29, 2024, at the direction of the Board, representatives of Centerview and Goldman Sachs contacted an executive of Parent to indicate the Board’s position that the price in the October 23 proposal was not sufficient, but that the Company was willing to provide limited diligence to allow Parent to formulate a proposal with additional value. On November 2, 2025, at the direction of the Board, representatives of Centerview and Goldman Sachs contacted representatives of J.P. Morgan Securities LLC (“JPM”), Parent’s financial advisor, to convey the same message.

On October 30, 2024, the Company entered into a customary non-disclosure agreement with Party B to further explore a potential strategic transaction. Such non-disclosure agreement contained a customary standstill provision that prohibited Party B, for an agreed-upon period from the date of the agreement, from proposing to acquire or acquiring the Company and from taking certain other actions, including soliciting

 

38

 

proxies, without the prior consent of the Company and included a so-called “don’t ask, don’t waive” provision, subject to the ability of Party B to make certain confidential proposals to the Company and to certain customary fall-away provisions to the standstill in the event of the entry into, commencement or public announcement of certain change of control transactions involving the Company and any third party. The agreement also contained a customary employee non-solicitation provision. Following the execution of the non-disclosure agreement, representatives of the Company and Party B conducted several diligence sessions regarding intellectual property and commercial matters as it related to nirogacestat.

On October 31, 2024, Dr. Edris, Mr. Ashar and other members of Company management met with representatives of Party B to discuss the potential commercial opportunity for nirogacestat, including manufacturing and intellectual property matters.

Through the months of November 2024 through February 2025, Mr. Islam provided the Board with regular updates on the status of a potential strategic transaction with Parent and ongoing discussions with Party B, and the members of the Board gave direction to Mr. Islam to continue to progress the potential strategic transaction with Parent and keep the Board apprised of all developments.

On November 3, 2024, representatives of the Company and Parent discussed remaining key diligence items and on November 4, 2024, Parent was provided access to the Company’s virtual data room. Company management proceeded to conduct multiple due diligence sessions with representatives of Parent and to respond to written diligence requests.

On November 13, 2024, Dr. Edris and Mr. Ashar met with representatives of Party B to further discuss the potential commercial opportunity for nirogacestat.

On November 19, 2024, Mr. Islam met with a senior executive of Party B to further discuss the Company’s business. While such representative of Party B continued to express an interest in nirogacestat, the Party B representative could not confirm whether Party B would be submitting an offer at that time.

On December 10, 2024, at a regularly scheduled Board meeting, Mr. Islam provided a general update on discussions with Parent and Party B and that none of the other seven potential counterparties that representatives of Centerview and Goldman Sachs contacted had entered into discussions with the Company about a possible transaction or entered into nondisclosure agreements with the Company regarding the same.

On December 12, 2024, Mr. Islam and Dr. Edris met with representatives of Party B to discuss organizational considerations in the context of an acquisition of the nirogacestat business. At the direction of the Board, Mr. Islam and Dr. Edris reiterated that the Company would consider a proposal from Party B for an alternative transaction structure. Following the meeting, Mr. Islam and Dr. Edris provided an update to each of the individual directors.

On January 31, 2025, representatives of Sullivan & Cromwell LLP (“S&C”), outside counsel to Parent, delivered to Goodwin an initial draft of a proposed merger agreement for the proposed transaction, which included the following key terms: (1) the definition of “Material Adverse Effect”, which generally defines the standard for closing risk, without exceptions for regulatory, clinical or similar events or developments, (2) the conversion of unvested Company Options and Company RSU Awards into cash-based awards that would continue to vest post closing in accordance with their terms, but accelerate upon a termination without cause, and the cashing out of Company PSU Awards at closing based on the Merger Consideration, (3) extensive, broad representations and warranties of the Company, (4) limitations on the required efforts of Parent to obtain necessary antitrust approvals, (5) the right of the Company to accept a Superior Proposal after providing Parent with a right to match such proposal, with a “Superior Proposal” defined as a bona fide proposal to acquire all or substantially all of the stock or assets of the Company that is deemed to be more favorable to the Company’s stockholders from a financial point of view than the Merger, (6) a requirement to keep Parent informed on the status of all regulatory approval processes, provide copies of all related materials and consult with Parent with respect to such matters (the “Regulatory Covenants”), and (7) payment of a termination fee by the Company under certain circumstances, including in the event of a material breach by the Company or any of its representatives of the no-shop provisions of the merger agreement, but without a proposal for the amount for such fee.

 

39

 

On February 1, 2025, Parent submitted a revised non-binding written proposal to acquire all of the outstanding shares of the Company for $48.00 per share in cash (the “February 1 proposal”), along with the initial draft of a proposed merger agreement for the proposed transaction that S&C shared with Goodwin on January 31, 2025. The $48.00 per share offer price implied a premium to the Company’s closing price of $37.50 on January 31, 2025 of approximately 28%, a premium of 33% to the 10-day VWAP of $36.22 as of January 31, 2025 and a premium of 61% to the Company’s closing price of $29.80 on October 22, 2024, the last day prior to the October 23 proposal. The February 1 proposal represented a $4 per share increase on Parent’s original offer price per share submitted on October 23, 2024. The letter noted that key remaining diligence items included, among other things, certain EMA regulatory approval matters regarding nirogacestat and mirdametinib, as well as broader confirmatory diligence items that had not been a part of the agreed initial due diligence process.

On February 3, 2025, the Board held a meeting at which senior members of Company management and representatives of Centerview, Goldman Sachs and Goodwin were present. At this meeting, Mr. Islam reported to the Board on his conversations to date with representatives of Parent, noting that Parent stated its commitment to completing a transaction expeditiously. Representatives of Goodwin reviewed the fiduciary duties of the directors in the context of reviewing the February 1 proposal, the Board’s evaluation of strategic alternatives generally and the Board’s review of the Company’s standalone, long-range plan. The representatives of Centerview and Goldman Sachs then reviewed a summary of the key terms of the February 1 proposal and provided an update on the outreach to other potential bidders that was conducted by Centerview and Goldman Sachs at the direction of the Board following receipt of the October 23 proposal, as described above, which did not yield any further inquiries or indications of interest. The representatives of Centerview and Goldman Sachs noted that while there had been multiple discussions with Party B on a potential transaction between Party B and the Company, Party B had been focused on acquiring certain assets of SpringWorks rather than the entire company. Additionally, it was noted that Party B did not submit an offer to acquire any such assets or the Company as a whole, and was no longer actively conducting due diligence on the Company. Representatives of Centerview and Goldman Sachs also noted that no other party had submitted an indication of interest for a potential strategic transaction with the Company or expressed interest in entering into discussions regarding a potential strategic transaction despite the previous outreach described above. The Board also reviewed and discussed management’s standalone, long-range plan, including the related methodology for preparation of the plan, the underlying assumptions and related risks, and the preliminary financial projections for 2025 through 2043 that had been prepared based on such long-range plan (see the “February 2025 Projections” in the section of this proxy statement titled “— Certain Unaudited Prospective Financial Information”). Following discussion, the Board approved the February 2025 Projections for the reliance and use by Centerview and Goldman Sachs in connection with providing their respective preliminary financial analyses with respect to the Board’s evaluation of a potential transaction; however, such Projections were not used or relied upon by Centerview or Goldman Sachs in connection with rendering their respective opinions to the Board and performing their respective related financial analyses as described in the section of this proxy statement captioned “— Opinions of the Company’s Financial Advisors”. The representatives of Centerview and Goldman Sachs then reviewed certain preliminary financial analyses related to the February 1 proposal. Representatives of Goodwin also reviewed key issues contained in the initial draft merger agreement received on January 31, 2025 as described above. The Board then discussed potential responses to Parent regarding its proposal and related process considerations. Following this discussion, the Board authorized Centerview and Goldman Sachs to make a counteroffer to Parent of $52.00 per share. The Board also concluded that it was not advisable at such time to contact Party B or the other potential counterparties to reengage in discussions about a possible transaction.

Later that day, at the direction of the Board, representatives of Centerview and Goldman Sachs contacted representatives of JPM, and communicated the Board’s counteroffer of $52.00 per share.

On February 4, 2025, representatives of JPM conveyed to representatives of Centerview and Goldman Sachs that while Parent could not transact at a price of $52.00 per share, it would be willing to increase its offer made on February 1 to $50.00 per share, subject to the parties entering into an exclusivity agreement through February 28, 2025 (the “February 4 proposal”). Representatives of JPM stated that without exclusivity, Parent’s offer would be for $49.00 per share. Following such discussion, JPM sent to representatives of Centerview and Goldman Sachs a draft exclusivity agreement on behalf of Parent reflecting the foregoing.

 

40

 

Later that day, the Board held a meeting at which senior members of Company management and representatives of Centerview, Goldman Sachs and Goodwin were present. Representatives of Centerview and Goldman Sachs updated the Board on their conversation with representatives of JPM on February 3, 2025 to convey the Board’s counteroffer of $52.00 per share and shared the details of the February 4 proposal. The representatives of Centerview and Goldman Sachs then reviewed certain preliminary financial analyses related to the February 4 proposal. Representatives of Goodwin then reviewed the fiduciary duties of the directors in this context, including with respect to entering into exclusivity with Parent once the Company’s market check is complete. Following discussion, the Board determined that it was prepared to move forward with a transaction with Parent at a price of $50.00 per share, concluding that based on the response to the previous outreach and diligence performed to date, it was unlikely that another bidder would be interested in pursuing a strategic transaction with the Company at an acceptable price per share at such time. The Board also determined to negotiate for a shorter exclusivity period, to expire on February 20, 2025, the date the Company was scheduled to report FY 2024 earnings, but that the Board would accept and approve of entering into exclusivity with Parent until February 28, 2025, should Parent remain firm on the length of the exclusivity period. The Board then authorized the Company to enter into the exclusivity agreement with Parent through February 28, 2025 or such shorter duration as the Company was able to negotiate, and for the Company and its financial and legal advisors to negotiate, on behalf of the Board, with Parent the terms of the merger agreement and other definitive transaction documents.

On February 5, 2025, the parties entered into the exclusivity agreement, which provided for exclusivity until 11:59 p.m. New York City time on February 20, 2025. During such exclusivity period and thereafter, the parties held several diligence sessions, and the Company continued to respond to written diligence requests from Parent.

On February 6, 2025, Goodwin sent a revised draft of the merger agreement to S&C, which included, among other things, (1) exceptions to the definition of “Material Adverse Effect” for any regulatory, clinical and similar events related to the products or product candidates of the Company or any competitor of the Company, (2) a footnote stating the Company’s view that all equity awards should accelerate and vest at closing, (3) more stringent efforts obligations of Parent to obtain required antitrust approvals, (4) a “Superior Proposal” defined as a bona fide proposal to acquire a majority of the stock or assets of the Company that is deemed to be more favorable to the Company’s stockholders from a financial point of view than the Merger, (5) certain limitations on the Regulatory Covenants based on materiality, (6) a termination fee equal to 2.0% of the equity value of the Company in the proposed transaction and (7) the deletion of Parent’s right to collect the termination fee in the event of a material breach of the non-solicitation provisions by the Company or its representatives.

On February 9, 2025, S&C sent a revised draft of the merger agreement to Goodwin, which included, among other things, (1) the deletion of the proposed regulatory exceptions to the definition of “Material Adverse Effect”, (2) treatment of equity awards as initially proposed in the draft of the merger agreement delivered on January 31, 2025, (3) Regulatory Covenants that were substantially similar to those reflected in the initial draft of the merger agreement delivered on January 31, 2025 and (4) a termination fee equal to 3.5% of the equity value of the Company in the proposed transaction.

On February 10, 2025, prior to the close of trading, a news article was published by Reuters reporting that, based on information from unnamed sources, the Company and Parent were discussing a potential strategic transaction. Following the article and on the same day, Parent issued an ad hoc notification pursuant to Article 17 of the Regulation (EU) No 596/2014 (MAR) confirming advanced discussions with the Company but noting that no legally binding agreement has been entered into and that critical conditions had not yet been met. The closing price of the Company’s shares rose from $40.28 per share on February 7, 2025 (the last trading day prior to when the article was published) to $54.00 per share on February 10, 2025.

On February 11, 2025, the Company announced that GOMEKLI™ (mirdametinib), its second commercial product, was approved by the FDA for the treatment of adult and pediatric patients 2 years of age and older with neurofibromatosis type 1 (NF1) who have symptomatic plexiform neurofibromas (PN) not amenable to complete resection (the “FDA Approval”).

On February 12, 2025, the Board held a meeting at which senior members of Company management and representatives of Goodwin were present. The Board discussed the formal engagement of each of Centerview

 

41

 

and Goldman Sachs as the Company’s financial advisors in connection with a potential strategic transaction. Representatives of Goodwin reviewed with the Board the customary relationship disclosures letters provided by each of Centerview and Goldman Sachs regarding certain relationships between each of Centerview and Goldman Sachs and Parent during the preceding two-year period, and the material terms of the proposed engagement letters with Centerview and Goldman Sachs, respectively. Following discussion and review of such customary relationship disclosure letters, the Board determined that there were no material investment banking relationships with Parent that would impact either of Centerview’s or Goldman Sachs’ ability to act independently and effectively as financial advisors to the Company in relation to a potential transaction with Parent and approved the engagement of Centerview and Goldman Sachs on the terms presented at the meeting. The Board also discussed whether to contact additional strategic counterparties in light of the article published on February 10 regarding a potential transaction. However, because neither the Company nor its advisors received any inbound interest following such article, the Board determined not to contact additional counterparties or attempt to re-engage with the eight parties that the Company had engaged with prior to February 10, including Party B. The Board also asked questions of management regarding the potential impact the FDA Approval has on management’s long-range plan approved by the Board and discussed potential revisions to such long-range plan. The Board then discussed the performance of Company PSUs held by Mr. Islam in accordance with the terms of his existing award agreement and certified performance in light of the FDA Approval obtained on February 11, 2025. The treatment of Company PSUs in connection with the Merger is described in more detail in the section of this proxy statement titled “Interests of the Directors and Executive Officers of SpringWorks in the Merger — Treatment of Equity and Equity-Based Awards — Company PSUs”. Following such discussion, the Board instructed Goodwin to revise and negotiate the merger agreement with S&C.

The Company entered into an engagement letter with Centerview on February 12, 2025 and an engagement letter and non-disclosure agreement with Goldman Sachs on February 13, 2025.

On February 13, 2025, Goodwin sent a revised draft of the merger agreement to S&C, which included, among other things, (1) reinsertion of the regulatory exceptions to the definition of “Material Adverse Effect”, (2) an indication that treatment of equity awards was subject to further discussion between the parties, but that any rollover of equity awards should include certain “good reason” vesting protection, and (3) a termination fee equal to 2.75% of the equity value of the proposed transaction.

On February 16, 2025, members of Company management met with representatives of Parent to discuss the status of certain regulatory applications in Europe. Following the meeting, Parent submitted additional written requests to which the Company provided responses and representatives of each party conducted follow-up diligence sessions.

On February 18, 2025, the Board held a meeting at which senior members of Company management and representatives of Centerview, Goldman Sachs and Goodwin were present. Mr. Islam updated the Board on recent meetings with representatives of Parent to discuss certain regulatory matters, noting that Parent stated that it requires further clarity on regulatory approvals in Europe before moving forward with the proposed transaction.

On February 20, 2025, the Company filed its annual report on Form 10-K with the SEC.

On March 7, 2025, Mr. Islam held a teleconference with Dr. Danny Bar-Zohar, Global Head of R&D and Chief Medical Officer, and incoming CEO, of Parent’s Healthcare Division, to discuss certain transaction matters in light of Parent’s ongoing due diligence and the Company’s regulatory process. Over the next few weeks and through the month of April, Mr. Islam and Dr. Bar-Zohar held multiple meetings to discuss, among other things, regulatory matters and general timing considerations, including delays to allow for additional technical and scientific diligence.

On March 12, 2025, S&C sent to Goodwin revisions to the Regulatory Covenants, further specifying the Company’s obligations to consult with Parent prior to making certain submissions to regulatory agencies in connection with seeking approval of its product candidates, subject to applicable antitrust laws and restrictions that may be imposed by such regulatory agencies, and containing certain diligence obligations. Over the following days, S&C and Goodwin further discussed such covenants and exchanged revised drafts of the Regulatory Covenants until April 8, 2025.

 

42

 

Over the next several weeks, the Company continued to perform technical and scientific diligence, as well as additional testing of the Company’s products, in response to Parent’s additional diligence and data requests. The Company provided regular updates to Parent on the progress and results of such diligence and testing.

On April 4, 2025, Mr. Islam met with Dr. Bar-Zohar and Dr. Belén Garijo, Chief Executive Officer of Parent to discuss remaining open business and diligence items and overall transaction timing. The representatives of Parent expressed a desire to announce a transaction soon, noting there were key regulatory milestones Parent insisted be satisfied prior to entering into a definitive agreement, and reiterated that Parent remained committed to consummating a transaction at the previously agreed price of $50.00 per share in spite of certain diligence findings that had reduced Parent’s view of the commercial potential of nirogacestat in Europe, so long as the positive CHMP Opinion (as defined below) was issued as anticipated on April 25, 2025.

On April 8, 2025, S&C sent a revised draft of the merger agreement to Goodwin which included, among other things, (1) that “double trigger” vesting would be limited to terminations without cause, (2) limitations to the regulatory exception to the definition of “Material Adverse Effect” to only cover actions and effects related to regulatory approvals in Europe, subject to certain limitations and conditions and (3) a termination fee equal to $175 million.

On April 14, 2025, Goodwin sent a revised draft of the merger agreement to S&C, which included, among other things, (1) an indication that equity award treatment remained subject to further discussion and (2) a termination fee equal to 3.4% of the equity value of the Company in the proposed transaction.

On April 17, 2025, the Company received an updated Joint Assessment Report from the CHMP regarding the marketing authorization application for nirogacestat for the treatment of adults with desmoid tumors, and informed Parent of the same. The following day, the Company and Parent held a teleconference to discuss the recent developments. Based on this update, the Company then anticipated that the opinion of the CHMP on whether or not it recommends the granting of a European Union marketing authorization for nirogacestat for the treatment of adults with desmoid tumors (the “CHMP Opinion”) would occur in June, versus prior expectations that the CHMP Opinion would be issued on April 25, 2025. Mr. Islam updated the individual members of the Board on his discussion with a representative of Parent regarding such matter and the potential impact on the timing of the transaction between the Company and Parent. Each of the individual directors were supportive of the Company continuing to work with Parent to finalize and announce a definitive transaction.

On April 20, 2025, at the Board’s direction, representatives of Centerview and Goldman Sachs held a teleconference with representatives of JPM and discussed, among other things, the expected timing of the CHMP Opinion. Following discussion, representatives of JPM conveyed that for a number of reasons, including the most recent developments regarding expected timing of the CHMP Opinion, Parent’s revised proposal was to acquire all of the outstanding shares of the Company for $47.00 per share in cash, noting that the revised offer price was Parent’s last, best and final, and that Parent would expect to announce the transaction in the coming days (the “April 20 proposal”). JPM also noted that Parent remained firm in its proposed treatment of unvested equity awards and the other positions in Parent’s last draft of the merger agreement. The $47.00 per share offer price implied a premium of 26% to the Company’s unaffected 20-day volume-weighted average price of $37.38 on February 7, 2025, the day prior to the first market speculation of a potential transaction between Parent and the Company.

On April 21, 2025, the Board held a meeting, at which members of senior management of the Company and representatives of Centerview, Goldman Sachs and Goodwin were present. Representatives of Centerview and Goldman Sachs updated the Board on their discussion with JPM over the weekend and summarized the terms of the April 20 proposal. Following discussion, the Board requested that management further revise management’s long-range plan to reflect, among other things, the FDA Approval and any changes in prior assumptions given the passage of time and general economic changes that could impact the Company’s products and related sales. The Board also concluded that it was unlikely that another counterparty would be interested in a strategic transaction with the Company at this stage and that additional outreach would not be advisable given there had not been any inbound inquiries from potential counterparties following the Reuters article published in February. Following further discussion, the Board determined that it was prepared to move forward based on the April 20 proposal and finalize definitive transaction documentation. The Board

 

43

 

instructed Centerview and Goldman Sachs to engage with JPM and Goodwin to engage with S&C to finalize the remaining open points in the merger agreement and work towards a transaction announcement by the end of April.

On April 22, 2025, representatives of Goodwin and S&C held a call during which Goodwin proposed acceptance of Parent’s proposed treatment of equity awards, but that 50% of each then-unvested tranche of cash-awards would accelerate on the 6-month anniversary of closing.

On April 23, 2025, S&C sent a revised draft of the merger agreement to Goodwin, which included, among other things, (1) “double trigger” vesting of cash-based awards for certain involuntary terminations, (2) acceleration of 50% of each then-unvested tranche of cash-awards on the 12-month anniversary of closing, and (3) a termination fee equal to $155 million.

On April 24, 2025, prior to the close of trading, a news article was published by The Wall Street Journal reporting that the Company and Parent were discussing a potential strategic transaction at a price around $47.00 per share. Following the article and on the same day, Parent issued an ad hoc notification pursuant to Article 17 of the Regulation (EU) No 596/2014 (MAR) confirming that the parties were in late stage discussions regarding such transaction on the basis of a price of around $47 per share but that a final decision had not been taken and no legally binding agreement had been entered into. The closing price of the Company’s shares rose from $41.21 per share on April 23, 2025 (the last trading day prior to when the article was published) to $44.93 per share on April 24, 2025. Following the news article, neither the Company nor its advisors received any inbound inquiries from potential counterparties regarding a potential strategic transaction with the Company.

Later on April 24, 2025, Goodwin sent a revised draft of the merger agreement to S&C, which included, among other things, (1) acceptance of Parent’s proposed treatment of equity awards, but that 50% of each then-unvested tranche of cash-awards would accelerate on the 9-month (instead of 12-month) anniversary of closing, (2) “double trigger” vesting of cash-based awards for additional involuntary terminations related to relocation and (3) a termination fee equal to $139.8 million.

On April 25, 2025, the Company received the final list of outstanding issues from the CHMP and was informed in writing that the CHMP anticipates adopting the CHMP Opinion during the meetings scheduled for June 16 to June 19, 2025, which confirmed the information that the CHMP had previously conveyed to SpringWorks on April 17.

Later on April 25, 2025, S&C sent a revised draft of the merger agreement to Goodwin, which included, among other things, (1) acceptance of the Company’s proposal to accelerate 50% of each then-unvested tranche of cash-awards on the 9-month anniversary of closing, (2) acceptance of the proposed “double trigger” vesting of cash-based awards for involuntary terminations related to relocation and (3) a termination fee equal to $150 million.

Throughout April 25, 2025 and April 26, 2025, S&C and Goodwin continued to negotiate the remaining open points in the merger agreement, including among other things, the termination fee, until finalized.

On April 27, 2025, the Board held a meeting (with the absence of one director for reasons unrelated to the potential transaction) at which members of senior management of the Company and representatives of Centerview, Goldman Sachs and Goodwin were present, to consider approval of the proposed transaction with Parent. Representatives of Goodwin reviewed with the Board the fiduciary duties of the directors in the context of a potential transaction with Parent. The Board also reviewed and discussed the revisions made by senior members of Company management, at the Board’s request and which had been previously discussed with the individual directors, to the long-range plan previously approved by the Board in February 2025 to reflect updated financial forecasts stemming from (i) updated financial performance for the first quarter of fiscal year 2025, (ii) the FDA’s recent approval of GOMEKLI™ (mirdametinib), and (iii) revised net revenue assumptions for the Company’s products, as described in more detail in the section of this proxy statement titled “— Certain Unaudited Prospective Financial Information” ​(the “April 2025 Projections”). The Board approved the April 2025 Projections for the reliance and use by Centerview and Goldman Sachs in connection with rendering their respective opinions to the Board and performing their respective related financial analyses as described in the section of this proxy statement captioned “— Opinions of the Company’s Financial Advisors”. Representatives of Centerview then reviewed with the Board its financial analyses of the Merger

 

44

 

Consideration and rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of April 27, 2025, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of Company Shares (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “— Opinion of Centerview Partners LLC”. Representatives of Goldman Sachs also reviewed with the Board its financial analyses of the Merger Consideration and rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of April 27, 2025, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Goldman Sachs in preparing its opinion, the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of Company Shares pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “— Opinion of Goldman Sachs & Co. LLC”. Each of Centerview and Goldman Sachs used and relied upon the April 2025 Projections in connection with the financial analyses performed and opinions rendered, as approved and instructed by the Board. Representatives of Goodwin reviewed the terms of the final proposed Merger Agreement with Parent and following additional discussion and consideration of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the factors described in “— Recommendation of the Company Board of Directors and Reasons for the Merger”), the members of the Board in attendance adopted resolutions: (1) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of the Company and the Company Stockholders; (2) adopting, approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the DGCL, and approving the execution, delivery and performance by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated thereby, including the Merger; and (3) resolving to recommend that the Company Stockholders vote to approve the adoption of the Merger Agreement at any duly held meeting of the Company Stockholders held for such purpose and any adjournment or postponement thereof.

Following the board meeting, the Company, Parent and Merger Sub executed the Merger Agreement.

Before the opening of trading of the stock markets on April 28, 2025, the Company and Parent each issued a press release announcing the execution of the Merger Agreement.

Recommendation of the SpringWorks Board of Directors and Reasons for the Merger

At a special meeting held on April 27, 2025, the Board: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of SpringWorks and the Company Stockholders; (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the DGCL; (iii) resolved to recommend that the Company Stockholders vote to approve the adoption of the Merger Agreement; and (iv) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger. Accordingly, the Board recommends that the Company Stockholders vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal, and “FOR” the Compensation Proposal.

In its determination and in reaching its recommendation, the Board, as described in the section titled “The Merger — Background of the Merger” of this proxy statement, held a number of meetings, consulted with SpringWorks senior management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information, including, but not limited to, the following (not necessarily presented in order of relative importance) that weighed in favor of the Merger:

Consideration.   The Board considered:

•

the historical market prices, volatility and trading information with respect to the Company Shares;

​

•

the recent historical trading prices of the Company Shares on Nasdaq, as compared to the proposed $47.00 per share consideration for the Company Shares, including the fact that the proposed consideration of $47.00 per share represented a premium of 26% to SpringWorks’ unaffected 20-day

​

 

45

 

volume-weighted average price of $37.38 on February 7, 2025, the day prior to the first market speculation of a potential transaction between Parent and SpringWorks; and

•

that in the Board’s view it had obtained Parent’s best and final offer, and that, as of the date of the Merger Agreement, the proposed consideration of $47.00 per Company Share represented the highest per share consideration reasonably obtainable.

​

SpringWorks’ Operating and Financial Condition and Prospects.   In considering the prospects of SpringWorks, the Board reviewed certain financial projections for SpringWorks prepared by SpringWorks’ senior management, which reflect an application of various assumptions of management. The Board considered the inherent uncertainty of achieving management’s financial projections, as set forth under the heading titled “The Merger — Certain Unaudited Prospective Financial Information,” and that, as a result, SpringWorks’ actual financial results in future periods could differ materially from such financial projections. The Board considered that Company Stockholders would continue to be subject to the risks and uncertainties of SpringWorks executing on its business plan if it remained independent, including, among others, (i) risks relating to the current and prospective business and regulatory environment in which SpringWorks operates, macro-economic, industry and market conditions negatively impacting valuations of, and the outlook for, commercial-stage biopharmaceutical companies such as SpringWorks, (ii) the risks and costs associated with maintaining a sales and marketing infrastructure, (iii) the regulatory environment, including potential delays in regulatory approvals, (iv) competition, (v) the complexity of manufacturing pharmaceutical products and reliance on third parties, (vi) the development or commercialization by other companies of competitive products and (vii) the likely effect of these factors on SpringWorks and its prospects as a standalone company (including the risk factors set forth in SpringWorks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025).

Potential Strategic Alternatives.   The Board reviewed the possible alternatives to the Merger, including the execution of management’s standalone plan. As part of these evaluations, the Board considered the risks inherent in the development of drug products, including (i) factors affecting the potential revenues, profitability and cash flows of biotechnology companies generally, (ii) the status and prospects for SpringWorks’ current portfolio of product candidates and development programs, (iii) risks related to designing, conducting and compiling data from clinical trials and preclinical studies, (vi) potential difficulties or delays in the commencement or completion, or termination or suspension, of SpringWorks’ ongoing or planned clinical trials, (v) risks related to seeking approval for marketing from the FDA and other regulatory authorities, and (vi) competition. The Board also considered continuing to execute SpringWorks’ strategy on a stand-alone basis as well as pursuing other strategic or financial alternatives, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to Company Stockholders of those alternatives and the timing and likelihood of effecting such alternatives. After a thorough review of strategic alternatives and discussions with senior management and SpringWorks’ financial and legal advisors, the Board determined that the Merger Consideration is more favorable to Company Stockholders than the potential value that might result from other available strategic options in light of the risks in obtaining such potential value.

Negotiation Process.   The Board considered the fact that the terms of the Merger Agreement were the result of arm’s-length negotiations conducted by SpringWorks’ senior management with the knowledge and at the direction of the Board and with the assistance of its financial and legal advisors. The Board also considered the enhancements that SpringWorks and its advisors were able to obtain as a result of arm’s-length negotiations with Parent, including the increase in the valuation offered by Parent from the time of its initial offer to the end of the negotiations, a number of changes in the terms and conditions of the Merger Agreement from the version initially proposed by Parent that were favorable to SpringWorks, and the inclusion of provisions in the Merger Agreement that the Board believes increase the likelihood of completing the Merger.

Potentially Interested Counterparties.   The Board considered the process conducted by SpringWorks to identify potential acquirors, taking into account (i) the expected interest of such parties in medicines for patient populations suffering from rare diseases, (ii) their financial capability to consummate a transaction of this size, (iii) proposed transaction structure, and (iv) their ability to move quickly and efficiently in a process. In particular, the Board considered the market outreach conducted by Centerview and Goldman Sachs as authorized by the Board and the outcome of those discussions and the fact that none of these parties, other than Parent, had expressed interest in a whole company acquisition of SpringWorks. For additional information, see the section above entitled “The Merger — Background of Merger”.

 

46

 

Goldman Sachs’ Opinion.   The Board considered the oral opinion of Goldman Sachs rendered to the Board on April 27, 2025, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Goldman Sachs in preparing its opinion, the Merger Consideration to be paid to the holders of Company Shares (other than Parent and its affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “— Opinion of Goldman Sachs & Co. LLC”.

Centerview’s Opinion.   The Board considered the oral opinion of Centerview rendered to the Board on April 27, 2025, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of Company Shares (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “— Opinion of Centerview Partners LLC”.

The Merger Agreement; Ability to Consider, Receive and Respond to Unsolicited Proposals.   The Board considered the provisions of the Merger Agreement, including (i) the ability of SpringWorks under certain circumstances to entertain unsolicited proposals for an acquisition that constitutes or could reasonably be expected to lead to an offer that is a Superior Proposal (as defined below), (ii) the ability of the Board under certain circumstances to withdraw or modify its recommendation that Company Stockholders vote to adopt the Merger Agreement and to terminate the Merger Agreement in order to accept a Superior Proposal and enter into a definitive agreement with respect to such Superior Proposal, and (iii) the $145,600,000 termination fee payable by SpringWorks under certain circumstances, which the Board believed was reasonable relative to termination fees in transactions of a similar size, would not likely preclude competing bids, and would not likely be payable unless SpringWorks entered into a definitive agreement for, or consummated, a Superior Proposal.

Conditions to the Consummation of the Merger; Likelihood of Completion.   The Board considered the likelihood of completing the Merger, particularly in light of the terms of the Merger Agreement, including (i) the conditions to the Merger being specific and limited, (ii) the exceptions contained within the “Material Adverse Effect” definition, which generally defines the standard for closing risk, and (iii) the likelihood of obtaining the required regulatory approvals and the outside date for closing the Merger under the Merger Agreement, and potential extension thereof, which is anticipated to allow for sufficient time to consummate the Merger. The Board also considered the fact that there is no financing condition to the completion of the Merger, and SpringWorks’ ability to obtain specific enforcement of the obligations of Parent and Merger Sub under the Merger Agreement, thereby ensuring that SpringWorks has an appropriate remedy in the event Parent and Merger Sub were to decline to comply with their obligations under the Merger Agreement.

Business Reputation of Parent.   The Board considered the business reputation and capabilities of Parent and its management and the substantial financial resources of Parent and, by extension, Merger Sub, which the Board believed supported the conclusion that a transaction with Parent and Merger Sub was likely to be completed in a timely and orderly manner.

Cash Consideration.   The Board considered the all-cash nature of the consideration to be paid in the Merger, which allows Company Stockholders to realize immediate value, in cash, for their investment in SpringWorks, while avoiding SpringWorks’ regulatory, commercialization and other business risks (as described above), and while also providing such holders with certainty of value and liquidity for Company Shares.

Appraisal Rights.   The Board considered the availability of statutory appraisal rights to the holders of Company Shares who object to the Merger and otherwise comply with all required procedures under the DGCL. For more information, see the section of this proxy statement titled “— Appraisal Rights”.

In the course of its deliberations, the Board also considered a variety of material risks and other countervailing factors related to entering into the Merger Agreement, including, but not limited to, the following (which are not necessarily presented in order of relative importance):

 

47

 

•

the fact that Company Stockholders will not be entitled to participate in any potential future benefit from the execution of SpringWorks management’s standalone business plan;

​

•

the effect of the public announcement of the Merger Agreement, including effects on SpringWorks’ business relationships and SpringWorks’ ability to attract and retain key management and personnel;

​

•

the fact that the Merger Agreement precludes SpringWorks from actively soliciting alternative acquisition proposals and requires payment by SpringWorks of a $145,600,000 termination fee to Parent under certain circumstances, including in the event that the Merger Agreement is terminated by SpringWorks to accept a Superior Proposal;

​

•

the possibility that the Merger might not be consummated, and the fact that if the Merger is not consummated, SpringWorks’ directors, management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the Merger, and SpringWorks’ relationships with its suppliers, vendors, partners, employees and other third parties may be adversely affected;

​

•

the restrictions imposed by the Merger Agreement on the conduct of SpringWorks’ business prior to completion of the Merger, which could delay or prevent SpringWorks from undertaking certain business opportunities that may arise during that time;

​

•

the fact that significant transaction and opportunity costs have been and will continue to be incurred in connection with negotiating and entering into the Merger Agreement and completing the Merger;

​

•

the risk of potential litigation relating to the Transactions that could be instituted against SpringWorks or its directors and officers, and potential effects or outcomes related thereto; and

​

•

the treatment of the consideration to be received by the holders of Company Shares in the Merger as taxable to such holders for U.S. federal income tax purposes.

​

In addition, the Board was aware of and considered the interests of SpringWorks’ directors and executive officers that may be different from, or in addition to, the interests of Company Stockholders generally when approving the Merger Agreement and recommending that Company Stockholders vote to adopt the Merger Agreement. For more information, see the section of this proxy statement titled “— Interests of the Directors and Executive Officers of SpringWorks in the Merger.”

The foregoing discussion of the information and factors considered by the Board in reaching its conclusions and recommendations is intended to be illustrative and not exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board, but rather the Board conducted an overall review of the factors described above, including discussions with SpringWorks’ senior management and legal and financial advisors.

The foregoing discussion of the reasoning and consideration of certain factors by the Board and the resulting determinations and recommendation, and certain other information presented in this section, as well as similar information included in this proxy statement, is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.” For the reasons described above, and in light of other factors that the Board believed were appropriate to consider, the Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that the Company Stockholders vote in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

Opinion of Centerview Partners LLC

On April 27, 2025, Centerview rendered to the Board its oral opinion, subsequently confirmed in a written opinion dated such date, that, as of such date and based upon and subject to various assumptions made,

 

48

 

procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of Company Shares (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated April 27, 2025, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of Company Shares (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of SpringWorks or any other person as to how such stockholder or other person should vote with respect to the Transaction or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

•

a draft of the Merger Agreement dated April 27, 2025, referred to in this summary of Centerview’s opinion as the “Draft Merger Agreement”;

​

•

Annual Reports on Form 10-K of SpringWorks for the years ended December 31, 2024, December 31, 2023, and December 31, 2022;

​

•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of SpringWorks;

​

•

certain publicly available research analyst reports for SpringWorks;

​

•

certain other communications from SpringWorks to its stockholders; and

​

•

certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of SpringWorks, including the April 2025 Projections, as described in the section of this proxy statement titled “— Certain Unaudited Prospective Financial Information”, and which are collectively referred to in this summary of Centerview’s opinion as the “Internal Data.”

​

Centerview also participated in discussions with members of the senior management and representatives of SpringWorks regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for SpringWorks and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with SpringWorks’ consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at SpringWorks’ direction, that the Internal Data (including, without limitation, the April 2025 Projections) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of SpringWorks as to the matters covered thereby and Centerview relied, at SpringWorks’ direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at SpringWorks’

 

49

 

direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of SpringWorks, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of SpringWorks. Centerview assumed, at SpringWorks’ direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at SpringWorks’ direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of SpringWorks, or the ability of SpringWorks to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, SpringWorks’ underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to SpringWorks or in which SpringWorks might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the holders of the Company Shares (other than Excluded Shares) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of SpringWorks or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of SpringWorks or any party, or class of such persons in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders of the Company Shares (other than Excluded Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of SpringWorks or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Board in connection with Centerview’s opinion, dated April 27, 2025. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of SpringWorks. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to

 

50

 

fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of SpringWorks or any other parties to the Transaction. None of SpringWorks, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of SpringWorks do not purport to be appraisals or reflect the prices at which SpringWorks may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 25, 2025 (the last trading day before the public announcement of the Transaction), and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed and compared certain financial information of SpringWorks to corresponding financial information of certain publicly traded early commercial-stage biopharmaceutical companies listed below that Centerview deemed comparable, based on its experience and professional judgment, to SpringWorks (which companies are referred to as the “selected companies” in this summary of Centerview’s opinion).

Using publicly available information obtained from SEC filings and other data sources as of April 25, 2025, Centerview calculated, for each selected company, such selected company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other convertible securities) plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of Wall Street research analyst consensus estimated risk-adjusted revenue for calendar year 2028 (“EV/2028E Revenue Trading Multiple”).

The companies reviewed and the EV/2028E Revenue Trading Multiples of the selected companies were as follows:

Although none of the selected companies is directly comparable to SpringWorks, the selected companies were chosen by Centerview, among other reasons, because they are publicly traded early commercial-stage biopharmaceutical companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of SpringWorks. However, because none of the selected companies is exactly the same as SpringWorks, Centerview believed that it was

 

51

 

inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of SpringWorks and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Based on its analysis and other considerations that Centerview deemed relevant in its professional judgment and experience, Centerview selected a reference range of EV/2028E Revenue Trading Multiples of 1.50x to 3.00x to apply to SpringWorks’ estimated risk-adjusted revenue for calendar year 2028 as set forth in the April 2025 Projections. In selecting this reference range of EV/2028E Revenue Trading Multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, operational, and/or financial characteristics of SpringWorks and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied this range of EV/2028E Revenue Trading Multiples to SpringWorks’ estimated calendar year 2028 risk-adjusted revenue of $1,315 million, as set forth in the April 2025 Projections, and added to it SpringWorks’ net cash of $383 million as of March 31, 2025, as set forth in the Internal Data, and divided by the number of fully diluted outstanding Company Shares (calculated using the treasury stock method and taking into account outstanding options, restricted stock units and performance based restricted stock units) as of April 24, 2025, as set forth in the Internal Data, resulting in an implied per share equity value range for the Company Shares of approximately $29.30 to $51.95, rounded to the nearest $0.05. Centerview then compared this range to the Merger Consideration of $47.00 per Company Share in cash, without interest, proposed to be paid to the holders of Company Shares (other than Excluded Shares) pursuant to the Merger Agreement.

Selected Precedent Transaction Analysis

Centerview reviewed and analyzed certain information relating to the following selected transactions involving certain public early commercial-stage biopharmaceutical companies (which transactions are referred to as the “selected transactions” in this summary of Centerview’s opinion) that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to SpringWorks and the Transaction.

Using publicly available information obtained from SEC filings and other data sources as of the time of the announcement of the selected transactions, Centerview calculated, for each selected transaction, the transaction value (calculated as the offer value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units and other convertible securities), plus the book value of debt and certain liabilities less cash and cash equivalents and excluding any contingent consideration) implied for each target company based on the consideration payable in the applicable selected transaction as a multiple of the target company’s forward projected risk-adjusted revenue four years following the applicable selected transaction announcement (“TV/4-Year Forward Revenue Multiple”).

The selected transactions and the TV/4-Year Forward Revenue Multiples of the selected transactions considered in this analysis are summarized below:

 

52

 

Although none of the selected transactions is directly comparable to the Transaction, these selected transactions were selected by Centerview because, among other reasons, their participants, size or other factors, for purposes of Centerview’s analysis, may be considered similar to the Transaction. The reasons for and the circumstances surrounding each of the selected transactions analyzed were diverse and there are inherent differences in the business, operational and/or financial conditions and prospects of SpringWorks and the companies included in the selected precedent transactions analysis. However, because none of the selected transactions used in this analysis is identical or directly comparable to the Transaction, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected precedent transaction analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences in business, operational and/or financial characteristics and other factors that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview selected a reference range of TV/4-Year Forward Revenue Multiples of 2.25x – 4.00x. In selecting this range of TV/4-Year Forward Revenue Multiples, Centerview made qualitative judgments based on its experience and professional judgment concerning differences in business, operational and/or financial characteristics and other factors that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

Centerview applied this reference range of TV/4-Year Forward Revenue Multiples to SpringWorks’ estimated four-year forward risk-adjusted revenue of $1,338 million (calculated using 75% of SpringWorks’ estimated risk-adjusted revenue for calendar year 2028 and 25% of SpringWorks’ estimated risk-adjusted revenue for calendar year 2029, as set forth in the April 2025 Projections), and added to it SpringWorks’ net cash of $383 million as of March 31, 2025, as set forth in the Internal Data, and divided by the number of fully diluted outstanding Company Shares (calculated using the treasury stock method and taking into account outstanding options, restricted stock units and performance based restricted stock units) as of April 24, 2025, and as set forth in the Internal Data, resulting in an implied per share equity value range for the Company Shares of approximately $41.45 to $67.65, rounded to the nearest $0.05. Centerview then compared this range to the Merger Consideration of $47.00 in cash, without interest, proposed to be paid to the holders of Company Shares (other than Excluded Shares) pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of SpringWorks based on the April 2025 Projections. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of equity values for the Company Shares by (a) discounting to present value as of March 31, 2025, using discount rates ranging from 12.5% to 14.5% (based on Centerview’s analysis of SpringWorks’ weighted average cost of capital) and using a mid-year convention: (i) the forecasted risk-adjusted, after-tax unlevered free cash flows of SpringWorks over the period beginning on April 1, 2025 and ending on December 31, 2044, utilized by Centerview based on the April 2025 Projections, (ii) an implied terminal value of SpringWorks, calculated by Centerview by assuming that SpringWorks’ unlevered free cash flows set forth in the April 2025 Projections will decrease in perpetuity after December 31, 2044 at a rate of free cash flow decline of 80% year-over-year, as directed by SpringWorks’ management, and (iii) tax savings from usage of SpringWorks’ estimated federal net operating losses and SpringWorks’ estimated future losses, as provided by SpringWorks’ management and as set forth in the Internal Data, and (b) adding to the foregoing results, SpringWorks’ net cash of $383 million as of March 31, 2025, as set forth in the Internal Data.

Centerview divided the result of the foregoing calculations by the number of fully diluted outstanding Company Shares (calculated using the treasury stock method and taking into account outstanding options, restricted stock units and performance based restricted stock units) as of April 24, 2025, as set forth in the

 

53

 

Internal Data, resulting in a range of implied equity values per Share of $41.40 to $47.25, rounded to the nearest $0.05. Centerview then compared the results of the above analysis to the Merger Consideration of $47.00 in cash, without interest, proposed to be paid to the holders of Company Shares (other than Excluded Shares) pursuant to the Merger Agreement.

Other Factors

Centerview noted for the Board certain additional factors solely for reference and informational purposes only, including, among other things, the following:

•

Historical Stock Trading Price Analysis. Centerview reviewed historical unaffected closing trading prices of the Company Shares during the 52-week period ended February 7, 2025 (the last trading day before Reuters reported that SpringWorks was in preliminary discussions regarding a potential transaction), which reflected low and high stock closing prices for SpringWorks during such period of $28.61 to $52.50 per Share;

​

•

Analyst Price Target Analysis. Centerview reviewed stock price targets for the Company Shares in publicly available Wall Street research analyst reports as of April 25, 2025, which indicated low and high stock price targets for SpringWorks ranging from $63.00 to $84.00 per Share; and

​

•

Precedent Premia Paid Analysis. Centerview performed an analysis of premiums paid in the selected transactions set forth above in “Selected Precedent Transaction Analysis.” The premiums in this analysis were calculated by comparing the per share acquisition price (excluding contingent payments) in each transaction to the closing price of the target company’s common stock for the date one day prior to the date on which the trading price of the target’s common stock was perceived to be affected by a potential transaction. Based on the analysis above and other considerations that Centerview deemed relevant in its professional judgment, Centerview applied a premia reference range of 60% to 100% to SpringWorks’ closing stock price on February 7, 2025, of $40.28, which resulted in an implied price range of $64.45 to $80.55 per Company Share, rounded to the nearest $0.05.

​

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Board in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Board or management of SpringWorks with respect to the Merger Consideration or as to whether the Board would have been willing to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between SpringWorks and Parent and was approved by the Board. Centerview provided advice to SpringWorks during these negotiations. Centerview did not, however recommend any specific amount of consideration to SpringWorks or the Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for its current engagement, Centerview had not been engaged to provide financial advisory or other services to SpringWorks, and it had not received any compensation from SpringWorks during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent or Merger Sub, and it had not received any compensation from Parent or Merger Sub during such period. In the two years prior to the date of its written opinion, Centerview’s UK affiliate, Centerview Partners UK LLP, has been and is currently engaged to provide financial advisory services unrelated to SpringWorks to a private company in which Parent holds a significant minority equity interest, and, as of the date of Centerview’s written opinion, Centerview Partners UK LLP

 

54

 

had not received compensation for this matter but may receive between CHF 2 million and CHF 6 million in compensation from such company in the future for such services.

The Board selected Centerview as a financial advisor in connection with the Transaction based on Centerview’s reputation and industry expertise. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as a financial advisor to the Board, SpringWorks has agreed to pay Centerview an aggregate fee of approximately $35 million, $2 million of which was payable upon the rendering of Centerview’s opinion and $33 million of which is payable contingent upon consummation of the Transaction. In addition, SpringWorks has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the Board that, as of April 27, 2025, and based upon and subject to the factors and assumptions set forth therein, the $47.00 in cash per Company Share to be paid to the holders (other than Parent and its affiliates) of Company Shares pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated April 27, 2025, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Transaction. Goldman Sachs’ opinion is not a recommendation as to how any holder of Company Shares should vote with respect to the Transaction, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the Merger Agreement;

​

•

annual reports to stockholders and Annual Reports on Form 10-K of SpringWorks for the five fiscal years ended December 31, 2024;

​

•

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of SpringWorks;

​

•

certain publicly available research analyst reports for SpringWorks;

​

•

certain other communications from SpringWorks to its stockholders; and

​

•

certain internal financial analyses and forecasts for SpringWorks, which forecasts are referred to as the “April 2025 Projections” in this proxy statement and are summarized in the section titled “— Certain Unaudited Prospective Financial Information”, and certain forecasts related to the expected utilization by SpringWorks of certain net operating loss carryforwards and tax credits, as prepared by the management of SpringWorks and approved for Goldman Sachs’ use by SpringWorks (“Forecasts”).

​

Goldman Sachs also held discussions with members of the senior management of SpringWorks regarding their assessment of the past and current business operations, financial condition and future prospects of SpringWorks; reviewed the reported price and trading activity for the Company Shares; compared certain financial and stock market information for SpringWorks with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the biopharmaceutical industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with SpringWorks’ consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with SpringWorks’ consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of SpringWorks. Goldman Sachs did not make an independent evaluation or appraisal of the

 

55

 

assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of SpringWorks or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the expected benefits of the Transaction in any way meaningful to its analysis. Goldman Sachs also assumed that the Transaction will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of SpringWorks to engage in the Transaction or the relative merits of the Transaction as compared to any strategic alternatives that may be available to SpringWorks; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $47.00 in cash per Company Share to be paid to the holders (other than Parent and its affiliates) of Company Shares pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the Transaction 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 Transaction, including the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of SpringWorks; 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 SpringWorks, or class of such persons, in connection with the Transaction, whether relative to the $47.00 in cash per Company Share to be paid to the holders (other than Parent and its affiliates) of Company Shares pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Company Shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on SpringWorks, Parent or the Transaction, or as to the impact of the Transaction on the solvency or viability of SpringWorks or Parent or the ability of SpringWorks or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 25, 2025, the last trading day before the public announcement of the Transaction, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices for Company Shares for the one-year period ended February 7, 2025, the last trading day prior to the report by Reuters that SpringWorks was in discussions regarding a potential transaction. In addition, Goldman Sachs analyzed the $47.00 in cash per Company Share to be paid to the holders (other than Parent and its affiliates) of Company Shares pursuant to the Merger Agreement in relation to (i) the closing price per Company Share on February 7, 2025, (ii) the closing price per Company Share on April 25, 2025, the last trading day before the public announcement of the Transaction, (iii) the volume weighted average prices (the “VWAP”) per Company Share for the preceding 30- 60- and 90-trading day periods ending February 7, 2025, and (iv) the 52-week high price per Company Share as of February 7, 2025.

This analysis indicated that the price per share of Company common stock to be paid to the holders of shares of Company common stock pursuant to the Merger Agreement represented:

•

a premium of 17% based on the closing price of $40.28 per Company Share on February 7, 2025;

​

•

a premium of 5% based on the closing price of $44.72 per Company Share on April 25, 2025;

​

 

56

 

•

a premium of 24% based on the VWAP of $37.88 per Company Share for the preceding 30-trading day period ending February 7, 2025;

​

•

a premium of 25% based on the VWAP of $37.58 per Company Share for the preceding 60-trading day period ending February 7, 2025;

​

•

a premium of 30% based on the VWAP of $36.15 per Company Share for the preceding 90-trading day period ending February 7, 2025; and

​

•

a discount of 10% based on the highest price of $52.50 per Company Share for the 52-week period ending on February 7, 2025.

​

Illustrative Discounted Cash Flow Analysis. Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on SpringWorks to derive a range of illustrative present values per Company Share. Using the mid-year convention for discounting cash flows and discount rates ranging from 12.5% to 14.5%, reflecting estimates of SpringWorks’ weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2025, (i) estimates of unlevered free cash flow for SpringWorks for the fiscal years 2025 through 2044 as reflected in the Forecasts and (ii) a range of illustrative terminal values for SpringWorks, which were calculated by applying a perpetuity growth rate of negative 80%, to a terminal year estimate of the unlevered free cash flow to be generated by SpringWorks, as reflected in the Forecasts. The perpetuity growth rate was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including SpringWorks’ target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for SpringWorks, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for SpringWorks by adding the ranges of present values it derived above. Goldman Sachs then added SpringWorks’ net cash as of March 31, 2025, as provided by and approved for Goldman Sachs’ use by the management of SpringWorks, to derive a range of illustrative equity values for SpringWorks. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of SpringWorks, as provided by and approved for Goldman Sachs’ use by the management of SpringWorks, using the treasury stock method, to derive a range of illustrative present values per Company Share ranging from $41.40 to $47.25.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for transactions announced from January 1, 2020, involving a public company in the biopharmaceutical industry as the target where the disclosed enterprise values for the transaction were between $3 billion and $7 billion. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 27% to 122% to the undisturbed closing price per Company Share of $40.28 as of February 7, 2025, and calculated a range of implied equity values per Company Share of $51.16 to $89.42. Goldman Sachs also applied the same reference range of illustrative premiums to a hypothetical undisturbed closing price per Company Share of $27.49, and calculated a range of implied equity values per Company Share of $34.91 to $61.03. To derive the hypothetical undisturbed stock price per Company Share, Goldman Sachs calculated the difference between SpringWorks’ closing stock price on February 10, 2025, the date upon which Reuters published a report that SpringWorks was in discussions regarding a potential transaction, and the closing price on February 7, 2025, the last trading day prior to such report, which difference amounted to $13.72 per Company Share. Goldman Sachs then tracked the performance of SpringWorks through April 23, 2025, the trading day before the Wall Street Journal reported the Parent was nearing an acquisition of SpringWorks, and subtracted the amount from the closing stock price on that date to calculate the hypothetical undisturbed stock price per Company Share of $27.49.

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 the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman

 

57

 

Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to SpringWorks or Parent or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company Shares, as of the date of its opinion, of the $47.00 in cash per Company Share to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of SpringWorks, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Transaction consideration was determined through arm’s-length negotiations between SpringWorks and Parent and was approved by the Board. Goldman Sachs provided advice to SpringWorks during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to SpringWorks or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

As described above in the section of this proxy statement entitled “The Merger Recommendation of the SpringWorks Board of Directors and Reasons for the Merger”, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of SpringWorks, Parent, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to SpringWorks in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to SpringWorks and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the public offering of Company Shares in December 2023. During the two-year period ended April 27, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to SpringWorks and/or its affiliates of approximately $5.5 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Parent and/or its affiliates unrelated to the Transaction from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Parent with respect to the pending sale of Parent’s Surface Solutions business unit announced in July 2024; and as underwriter with respect to an investment grade bond offering of Parent in August 2024. During the two-year period ended April 27, 2025, and in connection with the pending sale of Parent’s Surface Solutions business unit, Goldman Sachs has recognized and expects to recognize compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Parent and/or its affiliates of approximately $6 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to SpringWorks, Parent and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.

The Board selected Goldman Sachs as a financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to a letter agreement dated February 14, 2025, SpringWorks engaged Goldman Sachs to act as a financial

 

58

 

advisor in connection with the contemplated transaction. The engagement letter between SpringWorks and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $35 million, $2 million of which became payable at announcement of the Transaction, and the remainder of which is contingent upon consummation of the Transaction. In addition, SpringWorks has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Unaudited Prospective Financial Information

SpringWorks does not, as a matter of course, publicly disclose financial forecasts or projections as to future financial performance, revenues, financial condition or results of its operations, earnings or other results, other than providing certain guidance in its regular earnings press releases, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

However, in connection with the evaluation of the proposed transaction with Parent, in February 2025 SpringWorks’ senior management prepared certain projections for fiscal years 2025 through 2043 (which we refer to as the “February 2025 Projections”). In April 2025, management made certain revisions to the February 2025 Projections to reflect SpringWorks management’s revised financial forecast through 2044 stemming from (i) the Company’s actual financial performance for the first quarter of fiscal year 2025, (ii) FDA approval of the Company’s second commercial product, GOMEKLI (mirdametinib), (iii) revised net revenue assumptions for the Company’s products based on revisions to estimated discounts, chargebacks, rebates, product returns, and other gross-to-net revenue deductions, (iv) changes in expected marketing and promotion related expenditures and (v) other external factors (including as a result of economic instability) (such updated projections, the “April 2025 Projections”, together with the February 2025 Projections, the “Projections”). Such revisions resulted in an overall decrease in projected revenue from 2025 until 2043 as compared to the February 2025 Projections.

The February 2025 Projections were presented to and considered by the Board in connection with its consideration of the Merger; however, neither Centerview nor Goldman used or relied on the February 2025 Projections in performing their respective financial analyses and rendering their respective opinions. Following revisions, the April 2025 Projections were presented to and considered by the Board and were approved by the Board for use by each of Centerview and Goldman Sachs, who were each directed by the Board to rely upon such information in connection with rendering their respective opinions to the Board and performing their respective related financial analyses as described in the section of this proxy statement captioned “— Opinion of Centerview Partners LLC” and “— Opinion of Goldman Sachs & Co. LLC” and were the only projections with respect to SpringWorks used by Centerview and Goldman Sachs in performing such financial analyses.

The Projections were prepared based on SpringWorks’ continued operation as a standalone company and do not take into account the Merger, including the effect of any business or strategic decision or action that has been or will be taken as a result of the execution of the Merger Agreement.

SpringWorks is summarizing the Projections in this proxy statement solely to provide stockholders with access to certain prospective financial information that were made available to the Board, Centerview and Goldman Sachs for the purposes described above, and are not included in this proxy statement to influence a SpringWorks stockholder’s decision whether to vote to adopt the Merger Agreement or for any other purpose. The Projections were not provided to Parent.

Cautionary Note About the Projections

The Projections were prepared by SpringWorks’ senior management based on certain estimates and assumptions with respect to general business, economic, competitive, regulatory, reimbursement and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond SpringWorks’ control. As a result, there can be no assurance that the Projections accurately reflect future trends or accurately estimate the future market for SpringWorks’ products and product candidates. The Projections, while necessarily presented with numerical specificity, were based on numerous variables and financial, operating and commercial assumptions, developed solely using the information available to SpringWorks’ senior management at the time, that were inherently uncertain. Important factors

 

59

 

that may affect actual results and cause the Projections not to be achieved include: (1) the ability to commercialize and continue commercializing products including the ability to successfully establish and maintain commercial manufacturing and supply chains for products; (2) the timing and outcome of regulatory submissions and interactions; (3) the pursuit or successful manufacture of product candidates for preclinical studies, clinical trials and, if approved, for commercial use; (4) the rate and degree of market acceptance of product candidates, if approved; (5) the size and growth potential of the markets for product candidates; (6) the risks associated with the success, cost and timing of product development activities and clinical trials; (7) the ability to contract with third-party suppliers and manufacturers and their ability to perform adequately; (8) the success of competitive products and pricing; (9) the effect of regulatory actions; (10) the availability of licensing arrangements on favorable terms or at all; (11) the ability to establish and maintain intellectual property protection for products or market exclusivity for product candidates and the duration of such protection; (12) the risks associated with global political changes and global economic conditions, inflation or uncertainty caused by political violence and unrest, including ongoing global and regional conflicts; (13) conditions in the financing markets and estimates regarding expenses, future revenue, future profitability, capital requirements and need for additional financing; (14) changes in applicable laws, rules and regulations, including tariffs levied on foreign nations and general economic instability; (15) the accuracy of certain accounting assumptions; and (16) other risk factors described in SpringWorks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as the section titled “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement.

The Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Projections do not take into account any circumstances or events occurring after the date that they were prepared, including the announcement of the Merger, and do not give effect to the Merger or any changes to SpringWorks’ operations or strategy that may be implemented following the consummation of the Merger or to any costs incurred in connection with the Merger. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections. The Projections cover multiple years, and such information by its nature becomes less reliable with each successive year.

The inclusion of the Projections in this proxy statement should not be regarded as an indication that SpringWorks or any of its affiliates, advisors or representatives considered or consider the Projections to be predictive of actual future events, and the Projections should not be relied upon as such or construed as financial guidance.

The Projections may differ from publicly available analyst estimates. The Projections included in this proxy statement have been prepared by SpringWorks. None of Centerview, Goldman Sachs, Parent, Merger Sub or any of their respective affiliates assume any responsibility for the accuracy of this information. SpringWorks does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are no longer appropriate. SpringWorks does not intend to make publicly available any update or other revision to the Projections, except as otherwise required by law.

None of SpringWorks, Centerview or Goldman Sachs, nor any of their respective affiliates, advisors, officers, directors or representatives, has made or makes any representation or warranty to any holders of SpringWorks securities or other person regarding the ultimate performance of SpringWorks compared to the information contained in the Projections or that the Projections will be achieved. The inclusion of the Projections in this proxy statement should not be regarded as an indication that SpringWorks, Centerview, Goldman Sachs or any of their respective advisors, officers, directors or representatives considered or consider the Projections to be predictive of actual future events, and the Projections should not be relied on as such. None of SpringWorks, Centerview or Goldman Sachs, nor any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from the Projections, and none of them undertakes any obligation to update, correct or otherwise revise or reconcile the Projections to reflect circumstances existing after the date such Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate. SpringWorks has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Projections. The Projections are subjective in

 

60

 

many respects and are thus subject to interpretation. Please also refer to the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

The Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or U.S. generally accepted accounting Principles (“GAAP”). In addition, the Projections were not prepared with the assistance of, or reviewed, compiled, examined or audited by, independent accountants. The Projections include non-GAAP financial measures such as EBIT and unlevered free cash flow (each as defined below). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by SpringWorks may not be comparable to similarly titled amounts used by other companies. The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon or used by the Board, Centerview or Goldman Sachs.

The Projections were based on assumptions about SpringWorks’ continued operation as a standalone, publicly-traded company, including with respect to the continued research, development and commercialization of SpringWorks’ products and product candidates, including with respect to OGSIVEO (nirogacestat), GOMEKLI (mirdametinib), SW-682 and SW-3431, including worldwide unadjusted peak sales assumptions of those products, while also accounting for risk and probability adjustments reflecting SpringWorks’ senior management’s assessment as to the probability of success of SpringWorks’ pipeline programs as of the time such Projections were prepared. The Projections include assumptions regarding asset-specific probabilities of technical and regulatory approval success, timing of the clinical development plan, indications to be pursued, timing of commercial launch, pricing, sales ramp, market size, market share, peak sales, duration, pricing, relative positioning versus competition, licensing arrangements, market exclusivity, research and development expenses, sales and marketing expenses, general and administrative expenses, effective tax rate and utilization of net operating losses, future equity raises conducted by SpringWorks, expected cash burn rate, and other relevant factors related to SpringWorks’ long-range operating plan. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the Projections.

The following table presents a summary of the February 2025 Projections (USD in millions):

(1)

EBIT is defined as earnings before interest expenses and taxes.

​

The following table presents a summary of the unlevered free cash flows (USD in millions) with respect to the February 2025 Projections, as calculated by SpringWorks’ management:

 

61

 

(1)

EBIT is a non-GAAP financial measure defined as earnings before interest expenses and taxes.

​

(2)

Assumes a tax rate of 22.0%.

​

(3)

As set forth in these tables, unlevered free cash flow is a non-GAAP financial measure defined as EBIT, less tax expense (if profitable), plus depreciation and amortization, less capital expenditures and less change in net working capital.

​

The following table presents a summary of the April 2025 Projections (USD in millions):

(1)

EBIT is defined as earnings before interest expenses and taxes.

​

SpringWorks’ management calculated unlevered free cash flow as set forth below based on the April 2025 Projections, which calculations were approved by the Board for reliance upon and use by Centerview and Goldman Sachs in connection with the rendering of their respective opinions to the Board and in performing the related financial analyses as described in the section of this proxy statement captioned “— Opinion of Centerview Partners LLC” and “— Opinion of Goldman Sachs & Co. LLC”. For the purposes of calculating the discounted cash flow, SpringWorks’ management estimated the benefit from usage of net operating losses based on U.S. federal net operating losses of $581 million as of December 31, 2024.

The following table presents a summary of the unlevered free cash flows (USD in millions) with respect to the April 2025 Projections, as calculated by SpringWorks’ management:

 

62