Introductory Note
As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2022, F-star Therapeutics, Inc., a Delaware corporation (the “Company”), invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”).
Under the terms of the Merger Agreement, Parent, through Purchaser, commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Company Shares”), at a price of $7.12 per Company Share (the “Offer Price”), net to the holder thereof, in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022, and in the related letter of transmittal (each as amended or supplemented).
The Offer, originally scheduled to expire on August 3, 2022, was extended, and expired at 5:00 p.m., Eastern Time, on March 8, 2023. According to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), a total of 16,308,869 Company Shares were validly tendered and not validly withdrawn as of the expiration of the Offer, which represented approximately 74.1% of the then outstanding Company Shares. The condition to the Offer, that there were validly tendered and not validly withdrawn prior to the expiration of the Offer that number of Company Shares that, together with the Company Shares (if any) then beneficially owned by Parent or any of its wholly owned subsidiaries (including Purchaser) (but excluding Company Shares tendered pursuant to guaranteed delivery procedures that were yet “received”, as defined by Section 251(h)(6)(f) of the Delaware General Corporation Law (the “DGCL”)), represent one more Company Share than 50% of the total number of Company Shares outstanding at the time of the expiration of the Offer, was satisfied.
All conditions to the Offer having been satisfied, on March 8, 2023, Purchaser irrevocably accepted for payment all Company Shares validly tendered pursuant to the Offer and not validly withdrawn as of the expiration of the Offer, and will promptly pay for such Company Shares in accordance with the terms of the Offer. In accordance with the terms of the Offer, the Depositary will act as agent for tendering stockholders for the purpose of receiving payments for tendered Company Shares and transmitting such payments to tendering stockholders whose Company Shares have been accepted for payment. In addition, the Depositary advised that notices of guaranteed delivery have been delivered with respect to 3,866,017 additional Company Shares, representing approximately 17.6% of the outstanding Company Shares.
On March 8, 2023, Purchaser completed its acquisition of the Company pursuant to the terms of the Merger Agreement. Purchaser merged with and into the Company, in accordance with Section 251(h) of the DGCL, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Company Share