UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
G1 THERAPEUTICS, INC.
(Name of Subject Company (Issuer))
GENESIS MERGER SUB, INC.
(Offeror)
A wholly-owned subsidiary of
Pharmacosmos
A/S
(Parent of Offeror)
(Names of Filing Persons (identifying status
as offeror, issuer or other person))
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
3621LG109
(Cusip Number of Class of Securities)
Milena Jordanova Olsen
General Counsel
Pharmacosmos A/S
Roervangsvej 30
DK-4300 Holbaek, Denmark
Telephone: +45 5948 5959
(Name, address, and telephone numbers of person
authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Lowell Dashefsky, Esq.
Michael Penney, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, New York 10019
(212) 836-8000
Transaction Value* |
Amount of Filing Fee* |
N/A |
N/A |
*Pursuant to General Instruction D to Schedule
TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the
commencement of a tender offer.
¨ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
Amount Previously Paid: N/A |
|
Filing Party: N/A |
Form or Registration No.: N/A |
|
Date Filed: N/A |
x |
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:
x |
Third-party tender offer subject to Rule 14d-1. |
¨ |
Issuer tender offer subject to Rule 13e-4. |
¨ |
Going-private transaction subject to Rule 13e-3. |
¨ |
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:
¨ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications
made before the commencement of a planned tender offer by Genesis Merger Sub, Inc., a Delaware corporation (“Purchaser”),
and an indirect wholly owned subsidiary of Pharmacosmos A/S, a Danish aktieselskab (“Parent”), for all of
the outstanding shares of common stock, par value $0.001 per share (“Shares”), of G1 Therapeutics, Inc., a Delaware corporation
(“G1”), at a price of $7.15 per Share, net to the seller in cash, without interest and less any applicable withholding taxes,
pursuant to an Agreement and Plan of Merger, dated as of August 6, 2024, by and among Parent, Purchaser and G1.
Notice to Investors
The tender offer (the “Offer”) for
the outstanding common stock of G1 referred to in this filing and related exhibit has not yet commenced. The description contained in
this filing and related exhibit is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute
for the tender offer materials that Parent will file with the U.S. Securities and Exchange Commission (the “SEC”). The solicitation
and offer to buy the common stock of G1 will only be made pursuant to an offer to purchase and related tender offer materials. At the
time the Offer is commenced, Parent will file a tender offer statement on Schedule TO and, thereafter, G1 will file a solicitation/recommendation
statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer
to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s
website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will
be made available by Parent and when available may be obtained by directing a request to the Information Agent for the tender offer which
will be named in the Schedule TO. Copies of the documents filed with the SEC by G1 will be available by accessing https://investor.g1therapeutics.com.
In addition to the offer to purchase, the related letter of transmittal
and certain other tender offer documents filed by Parent, as well as the solicitation/recommendation statement filed by G1, G1 will also
file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed by Parent or G1
at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. G1’s filings with the SEC are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at http://www.sec.gov.
EXHIBIT INDEX
Exhibit 99.1
Pharmacosmos Group to Acquire G1 Therapeutics
- Business Combination Expected to Provide Patients
with Extensive Stage Small Cell Lung Cancer (ES-SCLC) Optimal Access to G1’s COSELA® (trilaciclib), the First and Only Proactive
Multilineage Myeloprotection Agent -
- Pharmacosmos’ Significant Resources and
Expertise in Hematology and Supportive Care to Maximize Availability COSELA for Patients with ES-SCLC -
- Transaction Expands and Strengthens Pharmacosmos’
Global Commercial Portfolio -
- G1’s Shareholders to Receive U.S. $7.15
per Share in Cash for a Total Equity Value of
Approximately $405 Million -
RESEARCH TRIANGLE PARK,
NC and Holbaek, Denmark, August 7, 2024 – G1 Therapeutics, Inc. (Nasdaq: GTHX), a commercial-stage oncology company
focused on delivering next-generation therapies that improve the lives of those affected by cancer,
and Pharmacosmos A/S, a leader in the development of innovative treatments for patients suffering from iron deficiency and iron deficiency
anemia, today announced that they have entered into a definitive merger agreement under which Pharmacosmos A/S, through its U.S. subsidiary
Pharmacosmos Therapeutics Inc., will acquire all outstanding shares of G1 Therapeutics common stock for U.S. $7.15 per share in cash for
a total equity value of approximately $405 million, which represents a 68% premium to G1’s closing share price on August 6, 2024
and a 133% premium to G1’s prior 30-day volume weighted average price. The Boards of Directors of the parties have unanimously approved
the transaction, which is expected to close late in the third quarter of 2024.
G1’s COSELA is the first and only product approved by the U.S.
Food and Drug Administration to decrease the incidence of chemotherapy-induced myelosuppression in adult patients when administered prior
to a platinum/etoposide-containing regimen or topotecan-containing regimen for extensive-stage small cell lung cancer (ES-SCLC).
Together, Pharmacosmos and G1 Therapeutics will execute on the shared
vision to grow and accelerate the availability of COSELA for all appropriate patients with ES-SCLC. G1 brings a well-established and successful
commercial, sales, and medical platform to Pharmacosmos, which has complementary expertise in commercializing hematology and supportive
care products, a robust global commercial presence, and significant resources to maximize the penetration of COSELA into the ES-SCLC market.
Together, the combined company will be able to optimize the commercial reach to oncologists and expand the availability of COSELA among
patients living with ES-SCLC.
“G1 and Pharmacosmos have a shared commitment to people living
with cancer; the transaction announced today will enable a more rapid uptake of COSELA into the ES-SCLC market to maximize availability
for patients who need this important drug,” said Jack Bailey, Chief Executive Officer of G1 Therapeutics. “Importantly, this
acquisition delivers significant value to G1’s stakeholders by providing better and broader access to this important product for
the cancer patients we seek to treat and a significant premium to our shareholders. I am proud of all that the G1 team has accomplished
over the years, thankful for their great effort, and excited about what’s possible by the combined Pharmacosmos/G1 team as we meet
the needs of more cancer patients."
“The acquisition of G1 Therapeutics Inc., its intellectual property,
and the addition of COSELA® (trilaciclib) to our portfolio of innovative products is transformative for Pharmacosmos. By combining
our existing colleagues with the great team at G1 Therapeutics, we will meaningfully expand our organization serving oncologists in the
US. This will enable broader and better access for patients in need of COSELA as well as for our existing FDA approved drug, Monoferric®
(ferric derisomaltose)”, said Tobias S. Christensen, President and Chief Executive Officer of Pharmacosmos A/S. “COSELA is
a first-in-class product that brings important benefits to patients and fits very nicely together with our lead product Monoferric®
(ferric derisomaltose). While Monoferric is available around the World, COSELA is so far only approved in the US and in China. It will
be a focus for us to bring this important product to more patients both in US and worldwide to help minimize the number of lung cancer
patients suffering from myelosuppression after chemotherapy.
Transaction Terms
Under the terms of the merger agreement, Pharmacosmos has agreed
to commence a cash tender offer to acquire all issued and outstanding shares of G1 common stock for US $7.15 per share in cash. The
transaction will be fully financed by Pharmacosmos’ existing cash on hand and existing corporate credit facilities.
The closing of the tender offer will be subject to customary
conditions, including the tender of shares which represent at least a majority of the total number of G1’s outstanding shares
of common stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Upon successful
completion of the tender offer, Pharmacosmos would acquire all shares not acquired in the tender offer through a second-step merger
for the same consideration that the tendering stockholders will receive in the tender offer.
It is anticipated the transaction will close late in the third quarter
of 2024. Upon completion of the transaction, G1’s common stock will no longer be publicly listed.
As previously announced, G1 will be releasing its second quarter 2024
financial results and filing its Form 10-Q Quarterly Report tomorrow. However, due to the pending transaction, we will no longer be hosting
a conference call at 8:30 am ET, August 8 to review such results.
Advisors
For Pharmacosmos, MTS Health Partners, L.P. is serving as exclusive
financial advisor, and Arnold & Porter Kaye Scholer LLP is serving as legal counsel. For G1, Centerview Partners LLC is serving as
exclusive financial advisor, and Ropes & Gray LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are serving as legal counsel.
About COSELA® (trilaciclib) for Injection
COSELA (trilaciclib) was approved by the U.S. Food and Drug Administration
on February 12, 2021.
Indication
COSELA® (trilaciclib) is indicated to decrease
the incidence of chemotherapy-induced myelosuppression in adult patients when administered prior to a platinum/etoposide-containing regimen
or topotecan-containing regimen for extensive-stage small cell lung cancer.
Important Safety Information
COSELA is contraindicated in patients with a history of serious hypersensitivity
reactions to trilaciclib.
Warnings and precautions include injection-site reactions (including
phlebitis and thrombophlebitis), acute drug hypersensitivity reactions, interstitial lung disease (pneumonitis), and embryo-fetal toxicity.
The most common adverse reactions (>10%) were fatigue, hypocalcemia,
hypokalemia, hypophosphatemia, aspartate aminotransferase increased, headache, and pneumonia.
This information is not comprehensive. Please click here for full
Prescribing Information. https://www.g1therapeutics.com/cosela/pi/
To report suspected adverse reactions, contact G1 Therapeutics at
1-800-790-G1TX or call FDA at 1-800-FDA-1088 or visit www.fda.gov/medwatch.
About Monoferric (ferric derisomaltose)
Indication
Monoferric (ferric derisomaltose) is indicated for the treatment of
iron deficiency anemia (IDA) in adult patients:
| · | who have intolerance to oral iron or have had unsatisfactory response to
oral iron |
| · | who have non-hemodialysis dependent chronic kidney disease (NDD-CKD) |
Important Safety Information
Monoferric is contraindicated in patients with a history of serious
hypersensitivity to Monoferric or any of its components. Reactions have included shock, clinically significant hypotension, loss of consciousness,
and/or collapse.
Warnings and precautions include serious hypersensitivity reactions,
including anaphylactic-type reactions, some of which have been life-threatening and fatal, have been reported in patients receiving Monoferric.
Patients may present with shock, clinically significant hypotension, loss of consciousness, and/or collapse. Monitor patients for signs
and symptoms of hypersensitivity during and after Monoferric administration for at least 30 minutes and until clinically stable following
completion of the infusion. Only administer Monoferric when personnel and therapies are immediately available for the treatment of serious
hypersensitivity reactions. Monoferric is contraindicated in patients with prior serious hypersensitivity reactions to Monoferric or any
of its components. In clinical trials in patients with IDA and CKD, serious or severe hypersensitivity were reported in 0.3% (6/2008)
of the Monoferric treated subjects. These included 3 events of hypersensitivity in 3 patients; 2 events of infusion-related
reactions in 2 patients and 1 event of asthma in one patient.
Excessive therapy with parenteral iron can lead to excess iron storage
and possibly iatrogenic hemosiderosis or hemochromatosis. Monitor the hematologic response (hemoglobin and hematocrit) and iron parameters
(serum ferritin and transferrin saturation) during parenteral iron therapy. Do not administer Monoferric to patients with iron overload.
Adverse reactions were reported in 8.6% (172/2008) of patients treated
with Monoferric. Adverse reactions related to treatment and reported by ≥1% of the treated patients were nausea (1.2%) and rash (1%).
Adjudicated serious or severe hypersensitivity reactions were reported in 6/2008 (0.3%) patients in the Monoferric group. Hypophosphatemia
(serum phosphate <2.0 mg/dL) was reported in 3.5% of Monoferric-treated patients in Trials 1 & 2.
To report adverse events, please contact Pharmacosmos at 1-888-828-0655.
You may also contact the FDA at www.fda.gov/medwatch or 1-800-FDA-1088.
This information is not comprehensive. Please click here for full
Prescribing Information.
Pharmacosmos Group
Pharmacosmos A/S, headquartered in Holbaek, Denmark, and founded in
1965, is a highly specialised company focused on carbohydrate chemistry and a global leader in the development of innovative treatments
for patients suffering from iron deficiency and iron deficiency anaemia. With companies in the UK, Ireland, Nordics, Germany, the USA,
and China, as well as through partners, Pharmacosmos markets its products around the world. With a strong and ongoing commitment to R&D,
Pharmacosmos is able to leverage a unique carbohydrate production platform along with deep expertise in the synthesis of iron-carbohydrate
complexes. The Pharmacosmos Group has more than 500 employees.
About G1 Therapeutics
G1 Therapeutics, Inc. is a commercial-stage
oncology biopharmaceutical company whose mission is to develop and deliver next-generation therapies that improve the lives of those
affected by cancer, including the Company’s first commercial product, COSELA® (trilaciclib). G1’s goal is to provide
innovative therapeutic advances for people living with cancer. G1 is based in Research Triangle Park, N.C. For additional information,
please visit www.g1therapeutics.com and follow us on X (formerly known as Twitter) @G1Therapeutics and LinkedIn.
G1 Therapeutics® and the G1 Therapeutics logo
and COSELA® and the COSELA logo are trademarks of G1 Therapeutics, Inc.
Forward-Looking Statements
This document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the proposed
acquisition of G1 by Pharmacosmos, the expected timetable for completing the transaction, and G1’s future financial or operating
performance. The words “may,” “will,” “could,” “would,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “seek,” “target” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any
forward-looking statements in this document are based on management’s current expectations and beliefs and are subject to a number
of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied
by any forward-looking statements contained in this press release, including, without limitation: (i) risks associated with the timing
of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the proposed transaction will not occur; (ii) uncertainties as to how many of G1’s stockholders
will tender their shares in the offer; (iii) the possibility that a governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; (iv) the possibility that competing offers will be made; (v) the outcome of any legal proceedings
that may be instituted against the parties and others related to the merger agreement; (vi) unanticipated difficulties or expenditures
relating to the proposed transaction, the response of business partners and competitors to the announcement of the proposed transaction,
and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; (vii) G1’s
ability to successfully demonstrate the efficacy and safety of its drug or drug candidates, and the preclinical or clinical results for
its product candidates, which may not support further development of such product candidates; (viii) comments, feedback and actions of
regulatory agencies; (ix) G1’s dependence on the commercial success of COSELA (trilaciclib); (x) the inherent uncertainties associated
with developing new products or technologies and operating as commercial stage company; (xi) chemotherapy shortages; and (xii) other risks
identified in G1’s SEC filings, including G1’s Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent
filings with the SEC. G1 cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they
are made. G1 disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events,
conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ
from those set forth in the forward-looking statements.
Additional Information and Where to Find It
The tender offer referred to in this document has not yet commenced.
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor
is it a substitute for the tender offer materials that Pharmacosmos and its acquisition subsidiary will file with the SEC upon commencement
of the tender offer. At the time the tender offer is commenced, Pharmacosmos and its acquisition subsidiary will cause to be filed a
tender offer statement on Schedule TO with the SEC, and G1 will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY G1’S
STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation
statement will be mailed to G1’s stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation
statement will also be made available to all stockholders of G1 by accessing https://investor.g1therapeutics.com/ or by contacting
Investor Relations at ir@g1therapeutics.com. In addition, the tender offer statement and the solicitation/recommendation statement
(and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with
the SEC.
G1’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
###
Pharmacosmos A/S Contact:
Christian Lundquist Madsen
VP Global Marketing & Communication
+45 5948 5959
clm@pharmacosmos.com
G1 Therapeutics Contacts:
John W. Umstead V
Chief Financial Officer
919-747-8419
jumstead@g1therapeutics.com
Will Roberts
Communications Officer
Vice President, Investor Relations and Corporate Communications
(919) 907-1944
wroberts@g1therapeutics.com
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