UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
CHECKMATE PHARMACEUTICALS, INC.
(Name of Subject Company)
SCANDINAVIAN ACQUISITION SUB, INC.
(Offeror)
REGENERON PHARMACEUTICALS, INC.
(Parent of Offeror)
(Names of Filing Persons)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
162818108
(CUSIP Number of Class of Securities)
Joseph J. LaRosa, Esq.
Regeneron Pharmaceuticals, Inc.
Executive Vice President, General Counsel and Secretary
777 Old Saw Mill River Road
Tarrytown, New York 10591-6707
(914) 847-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Andrew R. Brownstein, Esq.
Victor Goldfeld, Esq.
John L. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
o | Check the box
if the filing relates solely to preliminary communications made before the commencement of
a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
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x | third-party tender offer subject to Rule 14d-1. |
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¨ | issuer tender offer subject to Rule 13e-4. |
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¨ | going-private transaction subject to Rule 13e-3. |
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¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final
amendment reporting the results of the tender offer: ¨
If applicable,
check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO filed by Scandinavian Acquisition Sub, Inc., a Delaware corporation
(“Purchaser”) and a wholly owned subsidiary of Regeneron Pharmaceuticals, Inc., a New York corporation (“Regeneron”),
with the U.S. Securities and Exchange Commission on May 2, 2022 (together with any subsequent amendments and supplements thereto,
the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common
stock, par value $0.0001 per share (“Shares”), of Checkmate Pharmaceuticals, Inc., a Delaware corporation (“Checkmate”),
at a price of $10.50 per share, to be paid to the seller in cash, without interest, and subject to reduction for any applicable withholding
taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 2, 2022 (the “Offer to Purchase”),
a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”),
a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute
the “Offer.”
Except as otherwise set forth in this Amendment,
the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items
in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11
Items 1 through 9 and 11 of the Schedule TO are
hereby amended and supplemented as follows:
At one minute after 11:59 p.m. Eastern
Time on May 27, 2022, the Offer expired. Purchaser was advised by Broadridge Corporate Issuer Solutions, Inc., in its
capacity as depository for the Offer, that, as of the expiration of the Offer, a total of 18,471,314 Shares were validly tendered
and not validly withdrawn in accordance with the terms of the Offer, representing approximately 83.8% of the Shares outstanding
as of the expiration of the Offer.
As of the expiration of the Offer, the number of
Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, as defined in the Offer to Purchase,
and all other conditions to the Offer were satisfied or waived. Promptly after the expiration of the Offer, Purchaser accepted for payment
all of the Shares validly tendered and not validly withdrawn pursuant to the Offer.
As the final step of the acquisition process, Regeneron
completed its acquisition of Checkmate by consummating the Merger without the affirmative vote of Checkmate’s stockholders, pursuant
to Section 251(h) of the DGCL. At the Effective Time, Purchaser was merged with and into Checkmate, the separate existence of
Purchaser ceased, and Checkmate continued as the Surviving Corporation and a wholly owned subsidiary of Regeneron. Each Share outstanding
immediately prior to the Effective Time (other than the Excluded Shares and the Converted Shares (each, as
defined in the Merger Agreement)) was canceled and converted into the right to receive $10.50 in cash without interest thereon and subject
to reduction for any applicable withholding taxes.
As a result of the Merger, the Shares will be delisted
and will cease to trade on the Nasdaq Global Market. Regeneron and Purchaser intend to take steps to cause the termination of the registration
of the Shares under the Exchange Act and to suspend all of Checkmate’s reporting obligations under the Exchange Act as promptly
as practicable.
On May 31, 2022, Regeneron issued a press
release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(A) hereto
and is incorporated herein by reference.
| Item 1. | Summary Term Sheet. |
Regulation M-A Item 1001
The information set forth in the Offer to Purchase
under the caption SUMMARY TERM SHEET is incorporated herein by reference.
| Item 2. | Subject Company Information. |
Regulation M-A Item 1002
(a) Name
and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:
Checkmate Pharmaceuticals, Inc.
245 Main Street, 2nd Floor
Cambridge, MA 02142
(617) 682-3625
(b)-(c) Securities;
Trading Market and Price. The information set forth in the Offer to Purchase under the following captions is incorporated herein
by reference:
INTRODUCTION
THE TENDER OFFER — Section 6 (“Price Range
of Shares; Dividends”)
| Item 3. | Identity and Background of Filing Person. |
Regulation M-A Item 1003
(a)-(c) Name
and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the
Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 8 (“Certain Information
Concerning Regeneron and Purchaser”)
SCHEDULE I — Information Relating to Regeneron and
Purchaser
| Item 4. | Terms of the Transaction. |
Regulation M-A Item 1004
(a) Material
Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Regulation M-A Item 1005
(a) Transactions.
The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
(b) Significant
Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
THE TENDER OFFER —Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose
of the Offer; Plans for Checkmate”)
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
Regulation M-A Item 1006
(a) Purposes.
The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
THE TENDER OFFER — Section 12 (“Purpose
of the Offer; Plans for Checkmate”)
(c) (1)-(7) Plans.
The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 9 (“Source and
Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose
of the Offer; Plans for Checkmate”)
THE TENDER OFFER — Section 13 (“Certain
Effects of the Offer”)
THE TENDER OFFER — Section 14 (“Dividends
and Distributions”)
| Item 7. | Source and Amount of Funds or Other Consideration. |
Regulation M-A Item 1007
(a) Source
of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 9 (“Source and
Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
(b) Conditions.
The Offer is not subject to a financing condition.
(d) Borrowed
Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 9 (“Source
and Amount of Funds”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
THE TENDER OFFER — Section 11 (“The
Merger Agreement; Other Agreements”)
THE TENDER OFFER — Section 15 (“Conditions
of the Offer”)
| Item 8. | Interest in Securities of the Subject Company. |
Regulation M-A Item 1008
(a) Securities
Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
THE TENDER OFFER — Section 8 (“Certain Information
Concerning Regeneron and Purchaser”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose
of the Offer; Plans for Checkmate”)
SCHEDULE I — Information Relating to Regeneron and
Purchaser
(b) Securities
Transactions. None.
| Item 9. | Persons/Assets Retained, Employed, Compensated or Used. |
Regulation M-A Item 1009
(a) Solicitations
or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 3 (“Procedures
for Accepting the Offer and Tendering Shares”)
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
THE TENDER OFFER — Section 18 (“Fees and
Expenses”)
| Item 10. | Financial Statements. |
Regulation M-A Item 1010
(a) Financial
Information. Not Applicable.
(b) Pro
Forma Information. Not Applicable.
| Item 11. | Additional Information. |
Regulation M-A Item 1011
(a) Agreements,
Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 10 (“Background
of the Offer; Past Contacts or Negotiations with Checkmate”)
THE TENDER OFFER — Section 11 (“The Merger
Agreement; Other Agreements”)
THE TENDER OFFER — Section 12 (“Purpose
of the Offer; Plans for Checkmate”)
THE TENDER OFFER — Section 13 (“Certain
Effects of the Offer”)
THE TENDER OFFER — Section 16 (“Certain
Legal Matters; Regulatory Approvals”)
(c) Other
Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.
Item 12 of the Schedule TO is hereby amended and
supplemented as follows:
(a)(5)(A) Press Release dated May 31,
2022.
Regulation M-A Item 1016
Exhibit No. |
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Description |
(a)(1)(A)* |
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Offer to Purchase, dated May 2, 2022. |
(a)(1)(B)* |
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Letter of Transmittal. |
(a)(1)(C)* |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(D)* |
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
(a)(1)(E)* |
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Summary Advertisement as published in The New York Times on May 2, 2022 |
(a)(1)(F)* |
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Joint Press Release issued by Regeneron Pharmaceuticals, Inc. and Checkmate Pharmaceuticals, Inc. on April 19, 2022 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Regeneron Pharmaceuticals, Inc. with the U.S. Securities and Exchange Commission on April 19, 2022). |
(a)(1)(G)* |
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Social Media Posts from April 19, 2022 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Regeneron Pharmaceuticals, Inc. with the U.S. Securities and Exchange Commission on April 19, 2022). |
(a)(5)(A)** |
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Press Release dated May 31, 2022. |
(d)(1)* |
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Agreement and Plan of Merger among Checkmate Pharmaceuticals, Inc., Regeneron Pharmaceuticals, Inc., and Scandinavian Acquisition Sub, Inc., dated April 18, 2022 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Checkmate Pharmaceuticals, Inc. with the U.S. Securities and Exchange Commission on April 19, 2022). |
(d)(2)* |
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Confidentiality Agreement dated March 22, 2022, between Checkmate Pharmaceuticals, Inc. and Regeneron Pharmaceuticals, Inc. |
(d)(3)* |
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Tender and Support Agreement, dated as of April 18, 2022, by and among Regeneron Pharmaceuticals, Inc., Scandinavian Acquisition Sub, Inc. and certain Stockholders of Checkmate Pharmaceuticals, Inc.(incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Checkmate Pharmaceuticals, Inc. with the U.S. Securities and Exchange Commission on April 19, 2022). |
(d)(4)* |
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Exclusivity Agreement, dated March 22, 2022, by and between Regeneron Pharmaceuticals, Inc. and Checkmate Pharmaceuticals, Inc. |
(g) |
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None. |
(h) |
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None. |
107* |
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Filing fee table |
* Previously
filed.
** Filed
herewith.
| Item 13. | Information Required by Schedule 13E-3. |
Not applicable.
SIGNATURES
After due inquiry and to the best of their knowledge
and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 31, 2022 |
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SCANDINAVIAN ACQUISITION SUB, INC. |
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By: |
/s/ Nouhad Husseini |
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Name: |
Nouhad Husseini |
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Title: |
Managing Director |
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REGENERON PHARMACEUTICALS, INC. |
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By: |
/s /Joseph J. LaRosa |
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Name: |
Joseph J. LaRosa |
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Title: |
Executive Vice President, General Counsel and Secretary |
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