INTRODUCTION
This Amendment No.1 to Schedule 13E-3, together with the exhibits hereto (“Amendment No. 1” or “Amended Transaction Statement”), which amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2023 (the “Schedule 13E-3” or “Transaction Statement”), is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Liminal BioSciences Inc. (the “Company”), a corporation existing under the laws of Canada and the issuer of the common shares, no par value per share (the “Shares”), that is subject to the Rule 13e-3 transaction; (ii) Structured Alpha LP, a limited partnership existing under the laws of the Cayman Islands (“SALP”); (iii) Thomvest Asset Management Ltd., a corporation existing under the laws of the Province of Ontario (“Thomvest”); (iv) Peter J. Thomson; and (v) Eugene Siklos (Eugene Siklos, together with SALP, Thomvest and Peter J. Thomson, the “Purchaser Filing Parties”).
The Supplement to the Management Information Circular, dated September 12, 2023, which is attached as Exhibit (a)(2)(vii) hereto (“Supplement No. 1”), amends and supplements the information contained in the Management Information Circular, dated August 16, 2023, which was attached as Exhibit (a)(2)(i) to the Schedule 13E-3 (the “Circular”). References to the “Circular” in the Schedule 13E-3 are amended to mean the Circular, as amended by Supplement No. 1. In addition, to the extent information contained in a section of the Circular is modified by Supplement No. 1, all references to such section of the Circular in the Schedule 13E-3, as amended by this Amendment No. 1, shall be to such section of the Circular as so modified.
All information set forth in this Amendment No. 1 should be read in conjunction with the information contained or incorporated by reference in the Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Circular, as amended by Supplement No. 1, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to items 1 through 15 of this Schedule 13E-3.
All information contained in, or incorporated by reference to, this Amendment No. 1 concerning each Filing Person has been supplied by such Filing Person.
