As previously announced on December 22, 2023, Concentra
Biosciences, LLC (“Parent”) and its wholly owned subsidiary,
Concentra Merger Sub II, Inc. (“Purchaser”), entered into a merger
agreement (the “Merger Agreement”) with Theseus Pharmaceuticals,
Inc. (Nasdaq: THRX) (“Theseus”) whereby Purchaser will acquire
Theseus for a price per share of Theseus common stock ("Theseus
common stock") between $3.90 and $4.05 in cash, consisting of (i) a
base cash price of $3.90 per share (the "Base Price") and (ii) an
additional cash amount of up to $0.15 per share (the “Additional
Price Per Share” and together with the Base Price, the "Cash
Amount"), plus one non-tradeable contingent value right ("CVR")
representing the right to receive 80% of the net proceeds from any
license or disposition of Theseus' programs effected within 180
days of closing of the merger and 50% of the potential aggregate
value of certain specified potential cost savings realized within
180 days of the close of the merger, pursuant to a Contingent Value
Rights Agreement. Pursuant to the Merger Agreement, on January 9,
2024, Purchaser and Parent commenced a tender offer to acquire all
outstanding shares of Theseus common stock (the “Offer”).
Pursuant to the terms of the Merger Agreement, Parent, Purchaser
and Theseus have determined that the Additional Price Per Share is
the maximum of $0.15 per share based on Theseus’ estimated
calculation of cash, net of transaction costs, wind-down costs and
other liabilities, at closing. Accordingly, the Cash Amount that
Purchaser will pay in the Offer is $4.05 per share.
Pursuant to the terms of the Merger Agreement, Purchaser has
extended the Offer’s expiration date so that the Offer and related
withdrawal rights will expire at 6:00 p.m. Eastern Time on February
13, 2024, unless the expiration date is further extended in
accordance with the terms of the Merger Agreement.
Stockholders that have previously tendered their shares do not
need to re-tender their shares or take any other action in response
to the determination of the Additional Price Per Share or extension
of the Offer expiration date. Broadridge Corporate Issuer
Solutions, LLC, the depositary for the Offer, has advised Parent
and Purchaser that, as of January 29, 2024, the last business day
prior to the announcement of the extension of the Offer, 16,604,692
shares of Theseus’ common stock, representing approximately 37.2%
of the outstanding shares of Theseus common stock, have been
validly tendered pursuant to the Offer and not properly withdrawn.
As previously announced, Theseus stockholders holding approximately
59% of Theseus common stock have signed support agreements to
tender their shares in the Offer prior to the expiration date and
support the merger.
The closing of the Offer is subject to certain conditions,
including the tender of Theseus common stock representing at least
a majority of the total number of outstanding shares, the
availability of at least approximately $187.6 million of cash, net
of transaction costs, wind-down costs and other liabilities, at
closing, and other customary closing conditions. Promptly following
the closing of the Offer, Purchaser will merge with and into
Theseus, and all remaining shares not tendered in the Offer, other
than shares held in treasury by Theseus or shares owned by a
stockholder who was entitled to and properly demanded appraisal of
such shares pursuant to Delaware law, will be converted into the
right to receive the same Cash Amount and CVR consideration per
share as is provided in the Offer. The acquisition is expected to
close in February 2024.
Cautionary Notice Regarding Forward-Looking
Statements
This communication contains “forward-looking statements”
relating to the proposed acquisition of Theseus by Purchaser. Such
forward-looking statements include, but are not limited to, the
ability of Purchaser and Theseus to complete the transactions
contemplated by the Merger Agreement, including the parties’
ability to satisfy the conditions to the consummation of the Offer
contemplated thereby and the other conditions set forth in the
Merger Agreement, statements about the expected timetable for
completing the transactions, the potential effects of the
acquisition on both Purchaser and Theseus, and the possibility that
the conditions to payments under the CVRs will be met. In some
cases, forward-looking statements are intended to be identified by
terminology such as “believe,” “may,” “will,” “should,” “predict,”
“goal,” “strategy,” “potentially,” “estimate,” “continue,”
“anticipate,” “intend,” “could,” “would,” “project,” “plan,”
“expect,” “seek” and similar expressions and variations thereof.
Purchaser has based these forward-looking statements on current
expectations and projections about future events, but there can be
no guarantee that such expectations and projections will prove
accurate in the future.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. Actual
results may differ materially from current expectations because of
risks associated with uncertainties as to the timing of the Offer
and the subsequent merger; uncertainties as to how many of Theseus’
stockholders unaffiliated with Purchaser will tender their shares
in the Offer; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to
the consummation of the merger and the Offer contemplated thereby
may not be satisfied or waived; the occurrence of any event, change
or other circumstance that could give rise to the termination of
the Merger Agreement; and the risk that stockholder litigation in
connection with the Offer or the merger may result in significant
costs of defense, indemnification and liability. Although Purchaser
believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot guarantee future events,
results, actions, levels of activity, performance or achievements,
business and market conditions, the timing and results of any
developments and whether the conditions to the closing of the
proposed transaction are satisfied on the expected timetable or at
all. Undue reliance should not be placed on these forward-looking
statements, which speak only as of the date they are made.
Purchaser undertakes no obligation to publicly release any
revisions to the forward-looking statements after the date hereof
to conform these statements to actual results or revised
expectations.
Additional Information and Where to Find It
This communication is for informational purposes only, is not a
recommendation and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Theseus common stock or
any other securities. This communication is also not a substitute
for the Offer materials that Purchaser has filed with the SEC in
connection with the Offer. On January 30, 2024, Purchaser filed
with the SEC an amended Tender Offer Statement on Schedule TO-T
(the “Amended Tender Offer Statement”) and Theseus filed with the
SEC an amended Solicitation/Recommendation Statement on Schedule
14D-9 (the “Amended Solicitation/Recommendation Statement”).
THESEUS’ STOCKHOLDERS ARE URGED TO READ THE AMENDED TENDER OFFER
STATEMENT MATERIALS (INCLUDING THE AMENDED OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE AMENDED SOLICITATION/RECOMMENDATION STATEMENT,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Theseus’ stockholders and other investors can obtain the Amended
Tender Offer Statement, the Amended Solicitation/Recommendation
Statement and other filed documents for free at the SEC’s website
at www.sec.gov. Copies of the documents filed with the SEC by
Theseus are available free of charge on the Investors page of
Theseus’ website, www.theseusrx.com, or by contacting Theseus at
ir@theseusrx.com. In addition, Theseus’ stockholders may obtain
free copies of the Offer materials by contacting Morrow Sodali LLC,
the information agent for the Offer. You may call Morrow Sodali LLC
toll-free at (800) 662-5200 or email them at
THRX@investor.morrowsodali.com. Banks and brokers may call collect
at (203) 658-9400.
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version on businesswire.com: https://www.businesswire.com/news/home/20240130962972/en/
inquiries@concentrabiosciences.com
Theseus Pharmaceuticals (NASDAQ:THRX)
過去 株価チャート
から 12 2024 まで 1 2025
Theseus Pharmaceuticals (NASDAQ:THRX)
過去 株価チャート
から 1 2024 まで 1 2025
