Amended Tender Offer Statement by Third Party (sc To-t/a)
August 09 2016 - 7:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
RELYPSA, INC.
(Name of Subject Company (issuer))
VIFOR PHARMA USA INC.
(Offeror)
An Indirect
Wholly Owned Subsidiary of
GALENICA AG
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
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COMMON STOCK
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759531106
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(Title of Class of Securities)
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(CUSIP Number of Class of Securities)
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Oliver Kronenberg
Group General Counsel
Galenica AG
Untermattweg
8-P.O. Box
CH-3027 Bern, Switzerland
+41.58.852.81.11
(Name,
address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Andrew Levine
Jeffrey Symons
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
CALCULATION
OF FILING FEE
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Transaction valuation*
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Amount of filing fee**
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$1,634,452,064
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$164,589
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*
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Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Transaction Valuation was calculated on the
basis of (a) 51,076,627 shares of common stock, $0.001 par value per share, of Relypsa, Inc. (the Shares), the estimated maximum number of Shares that may be acquired in this tender offer (representing (i) 44,882,597 Shares issued and
outstanding, (ii) 4,753,020 Shares issuable upon the exercise of outstanding options, (iii) 997,523 Shares issuable upon the vesting of outstanding restricted stock units, (iv) 255,149 Shares issuable upon the exercise of outstanding and unexpired
warrants, and (v) 188,338 Shares estimated to be subject to issuance pursuant to Relypsas Employee Stock Purchase Plan), multiplied by (b) the offer price of $32.00 per Share. The foregoing share figures have been provided by the issuer to the
offeror and are as of August 1, 2016, the most recent practicable date.
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**
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The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $100.70 per $1,000,000 of transaction value.
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x
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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.
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Amount Previously Paid $164,589
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Filing Party: Galenica AG
Vifor Pharma USA
Inc.
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Form of Registration No.: Schedule TO
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Date Filed: August 4, 2016
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to
Rule 14d-1.
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¨
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issuer tender offer subject to
Rule 13e-4.
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¨
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going-private transaction subject to
Rule 13e-3.
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¨
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amendment to Schedule 13D under
Rule 13d-2.
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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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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (
Amendment No. 1
) amends and supplements the Tender
Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission on August 4, 2016 (together with any amendments and supplements thereto, the
Schedule TO
). The
Schedule TO relates to the tender offer by Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Galenica AG, a public limited company existing under the laws of Switzerland, to purchase any and all issued and
outstanding shares of common stock, par value $0.001 per share (the
Shares
), of Relypsa, Inc., a Delaware corporation, at a price of $32.00 per Share, payable to the holder thereof in cash, without interest and less any applicable
withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase dated August 4, 2016 (as amended or supplemented from time to time, the
Offer to Purchase
), which is annexed to and filed with
the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended or supplemented from time to time, the
Letter of Transmittal
, which, together with the Offer to Purchase, constitute the
Offer
), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B).
Except as otherwise set
forth below, the information set forth in the Schedule TO remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 1. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Offer to Purchase. This Amendment No. 1 is being filed to reflect certain updates as reflected below.
Item 11.
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Additional Information.
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Section 15Certain Legal Matters; Regulatory
ApprovalsAntitrust Compliance of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph at the end thereof:
The waiting period under the HSR Act applicable to the Offer expired at 11:59 p.m., New York time, on August 8, 2016 without any action having
been taken by the FTC or the Antitrust Division. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. The Offer remains subject to the other Offer
Conditions.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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Dated: August 9, 2016
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Galenica AG
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By:
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/s/ Dr. Jörg Kneubühler
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Dr. Jörg Kneubühler
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Chief Financial Officer
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By:
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/s/ Dr. Andreas Walde
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Dr. Andreas Walde
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General Secretary
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Vifor Pharma USA Inc.
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By:
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/s/ Dr. Oliver P. Kronenberg
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Dr. Oliver P. Kronenberg
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Secretary
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By:
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/s/ Colin Bond
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Colin Bond
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President and Chairman
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3
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