INTRODUCTION
This Amendment No. 2 to Schedule 13E-3, together with the exhibits hereto (the “Final Amended Schedule 13E-3” or “Final 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 (as amended by Amendment No. 1 to Schedule 13E-3, filed with the SEC on September 12, 2023, the “Initial Schedule 13E-3”), 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”).
This Final Amended Transaction Statement relates to the Plan of Arrangement (the “Arrangement Agreement”), dated as of July 11, 2023, by and among the Company and SALP, pursuant to which SALP acquired directly or indirectly all of the issued and outstanding Common Shares of the Company not previously owned by SALP or its affiliates and associates at a price of US$8.50 per Common Share, payable in cash and the Company became a wholly-owned subsidiary of SALP (the “Arrangement”). A copy of the Plan of Arrangement is included as Appendix B to the Management Information Circular, which is attached as Exhibit (a)(2)(i) to the Schedule 13E-3 (as amended by that certain Supplement to the Management Information Circular, dated September 12, 2023, the “Circular”).
This Final Amended Schedule 13E-3 is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the transaction that is the subject of the Initial Schedule 13E-3.
Capitalized terms used but not expressly defined in this Final Amended Schedule 13E-3 are given the respective meanings given to them in the Circular or the Initial Schedule 13E-3, as applicable.
All information set forth in this Final Amended Transaction Statement should be read in conjunction with the information contained or incorporated by reference in the Initial Schedule 13E-3.
All information contained in, or incorporated by reference to, this Amendment No. 2 concerning each Filing Person has been supplied by such Filing Person.
