INTRODUCTION
This Amendment No. 3 (this Amendment) amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 originally filed (as amended from time to time, the Statement) with the United States Securities and Exchange Commission (SEC) on
May 5, 2023 (as amended, the Schedule 13E-3), by Satsuma Pharmaceuticals, Inc., a Delaware corporation (the Company), the issuer of the common stock
that is the subject of the Rule 13e-3 transaction described below.
This Amendment relates to the tender offer by
SNBL23 Merger Sub, Inc., (Purchaser), a wholly owned subsidiary of Shin Nippon Biomedical Laboratories, Ltd. (Parent), to acquire any and all of the issued and outstanding shares of common stock,
par value $0.0001 per share (the Common Stock), of the Company (the Shares) in exchange for (i) an amount in cash equal to $0.91, without interest and less applicable withholding taxes (the
Per Share Price), and (ii) one contingent value right per Share (a CVR) representing the right to receive, subject to the terms and conditions of the Contingent Value Rights Agreement (as
defined below), substantially in the form attached to the Merger Agreement (as defined below), the consideration set forth in the CVR Agreement (the CVRs together with the aggregate Per Share Price paid in accordance with the Merger Agreement, the
Offer Consideration). The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the Merger Agreement), by and among Parent, Purchaser and the Company,
under which, after the satisfaction or waiver of certain conditions and the completion of the Offer, Purchaser will be merged with and into the Company (the Merger) in accordance with Section 251(h) of the General
Corporation Law of the State of Delaware (the DGCL) without a vote of the Companys stockholders, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the
Surviving Corporation). The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO by Parent and Purchaser on May 5, 2023 (as amended or supplemented from time to time, the Schedule TO), which contain as exhibits an Offer to Purchase dated May 5, 2023 (the Offer to
Purchase) and the related Letter of Transmittal (the Letter of Transmittal, which together with the Offer to Purchase, together with any amendments or supplements thereto, collectively constitute the
Offer).
In response to the Offer, the Company originally filed a Solicitation/Recommendation Statement on Schedule 14D-9 on May 5, 2023 (as amended or supplemented from time to time and together with any exhibits and annexes attached thereto, the Schedule
14D-9). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which
are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Amendment, and is supplemented by the information specifically provided herein. The responses to each
item in this Amendment are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Amendment concerning the Company, Parent
and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 14D-9.
Item 16 of the Statement is hereby amended and supplemented by adding the following exhibit:
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Exhibit
No. |
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Description |
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(a)(1) |
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Solicitation/Recommendation Statement (Amendment No. 3) on Schedule 14D-9 (incorporated by reference to the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on May 30, 2023). |
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107* |
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Filing Fee Table. |