INTRODUCTION
This Amendment No. 3 (Amendment No. 3) amends and supplements
the Rule 13e-3 Transaction Statement on Schedule 13E-3 previously filed by Pardes Biosciences, Inc., a Delaware corporation
(Pardes or the Company), with the United States Securities and Exchange Commission (the SEC) on July 28, 2023 (as amended and restated on August 17, 2023 and as
further amended on August 28, 2023, the Schedule 13E-3). This Amendment No. 3 relates to the offer to purchase by MediPacific Sub, Inc., a Delaware corporation
(Purchaser), and wholly owned subsidiary of MediPacific, Inc. (Parent), all of the issued and outstanding shares (the Shares) of common stock, par value $0.0001 per share
(Common Stock), of Pardes that is the subject of the Rule 13e-3 transaction described below (other than (i) Shares held in the treasury of Pardes immediately
prior to the effective time of the Merger (as defined below), and (ii) Shares owned, directly or indirectly, by the Foresite Stockholders (as defined in that certain Agreement and Plan of Merger, dated as of July 16, 2023, by and among
Pardes, Purchaser and Parent (the Merger Agreement)), Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and that are owned by Parent, Purchaser or any other subsidiary of Parent
immediately prior to the effective time of the Merger), for a price of (i) $2.13 per Share and (ii) one non-transferable contingent value right per Share, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 28, 2023 (as amended, restated or supplemented as of the date hereof, the Offer to Purchase) and in the related Letter of Transmittal, dated July 28, 2023,
which, together with any further amendments or supplements thereto, collectively constitute the Offer. The Offer is being made pursuant to the Merger Agreement. The Merger Agreement provides, among other things, for the
terms and conditions of the Offer and the subsequent merger of Purchaser with and into Pardes (the Merger) in accordance with Section 251(h) of the Delaware General Corporation Law.
The information contained in the Tender Offer Statement filed under cover of Schedule TO by Parent with the SEC on July 28, 2023 (as amended, restated or
supplemented as of the date hereof, the Schedule TO), including the Offer to Purchase, and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by
Pardes with the SEC on July 28, 2023 (as amended, restated or supplemented as of the date hereof, the Schedule 14D-9), is incorporated herein by
reference.
The information set forth in the Schedule 13E-3 remains unchanged and is incorporated herein by
reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 3 is being filed to disclose certain updates as reflected below. All information contained in this
Statement concerning Purchaser, Parent or their affiliates has been provided by such person and not by any other person.
SPECIAL FACTORS
The following is hereby added as a new sentence following the first sentence under Item 15(c) of the Schedule 13E-3:
The information set forth in the Schedule 14D-9 under the heading Special
FactorsPurposes, Alternatives, Reasons and EffectsAdditional InformationFinal Results of the Offer and Completion of the Merger is incorporated herein by reference.
Item 16 is hereby amended and supplemented by adding the following exhibit:
(a)(1)(L) Press Release issued by Pardes on August 31, 2023 (incorporated by reference to Exhibit
(a)(1)(K) to the Schedule 14D-9 filed with the SEC by Pardes on August 31, 2023).