Introduction
This Amendment No. 3 to Schedule 14D-9 (this Amendment) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the Statement) originally filed by Satsuma Pharmaceuticals, Inc., a Delaware
corporation (the Company), with the Securities and Exchange Commission on May 5, 2023. The Statement relates to the tender offer by SNBL23 Merger Sub, Inc. (the Purchaser), a Delaware
corporation and a wholly-owned subsidiary of Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation (Parent), pursuant to the Agreement and Plan of Merger (the Merger Agreement) dated April 16,
2023, between the Company, the Purchaser and the Parent, to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company in exchange for (i) $0.91 per share in cash, without interest thereon and less any
applicable withholding taxes, and (ii) one non-transferable contractual contingent value right per share (the Offer). Any capitalized term used and not otherwise defined herein
shall have the meaning ascribed to such term in the Statement.
As of the filing of this Amendment, two complaints have been filed by
purported stockholders of the Company alleging that the Statement contains omissions and misrepresentations that render it false and misleading:
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On May 18, 2023, a purported stockholder of the Company named William Ballard filed a complaint against the
Company and members of the board of directors of the Company (the Company Board) in the United States District Court for the District of Delaware, captioned Ballard v. Satsuma Pharm., Inc., No. 1:23-cv-00544-UNA. |
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On May 23, 2023, a purported stockholder of the Company named William Johnson filed a complaint against the
Company and members of the Company Board in the United States District Court for the District of Delaware, captioned Johnson v. Satsuma Pharm., Inc., No. 1:23-cv-00565-UNA. |
The complaints allege that the Company and the
Company Board violated Sections 14(d) and 14(e) of the Securities Exchange Act of 1934 (the Act), as well as Rule 14d-9 promulgated thereunder, and that the Company Board violated
Section 20(a) of the Act. The complaints assert claims challenging the adequacy of the disclosures regarding the background of the proposed transaction, the Companys financial projections, the financial analyses relied upon by the Company
Board, and the interests of the Companys financial advisors, Houlihan Lokey Capital Inc. (Houlihan) and Lazard Frères & Co., LLC (Lazard). The lawsuits seek, among other
things, injunctive relief to enjoin the Offer, rescission and rescissory damages should the Offer be consummated, an injunction directing the Company Board to comply with the Act, and an award of attorneys and expert fees and expenses.
Purchaser and Parent are not named as parties to the lawsuits. The above-referenced actions are collectively referred to as the Tender Offer Litigation.
As of the filing of this Amendment, the Company had also received eight stockholder demand letters, which generally seek that certain
allegedly omitted information in the Statement be disclosed, and one books and records demand letter (collectively, the Demands, and together with the Tender Offer Litigation, the Actions), which
generally seeks information in connection with a purported stockholders investigation of, among other things: (i) the events leading to the Offer, (ii) the Companys financial projections, (iii) the financial analyses
performed by Houlihan and Lazard; (iv) the independence and disinterestedness of the Company Board and the Companys management, (v) the independence and disinterestedness of Houlihan and Lazard; and (vi) whether breaches of
fiduciary duty, wrongdoing, mismanagement, and/or material non-disclosure have taken place.
The
Company and the Company Board vigorously deny that the Statement is deficient in any respect. The Company and the Company Board believe the allegations and claims asserted in the Actions are without merit and that supplemental disclosures are not
required or necessary under applicable laws. However, solely to moot the unmeritorious disclosure claims and minimize the risk, costs, burdens, nuisance and uncertainties inherent in litigation, the Company hereby supplements the disclosures
contained in the Statement (the Supplemental Disclosures). The Company and the Company Board deny that they violated any laws or breached any duties to the Companys stockholders. Nothing in this Amendment will be
deemed an admission of the legal necessity or materiality under any applicable laws for any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the described above that any additional disclosure
was or is required.