This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on July 12, 2022 by Hibernia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Ipsen Biopharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of Ipsen Pharma SAS, a French société par actions simplifiée and wholly owned subsidiary of Ipsen S.A., a French société anonyme, to purchase all outstanding shares of common stock, $0.0001 par value per share (“Shares”), of Epizyme, Inc., a Delaware corporation, at a price of $1.45 per Share, to the holder in cash, net of applicable withholding taxes and without interest, plus one non-transferable contractual contingent value right per Share, which represents the right to receive one or more payments in cash, contingent upon the achievement of certain specified milestones as described in the Offer to Purchase dated July 12, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to all of the applicable items in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. You should read this Amendment together with the Schedule TO and the Offer to Purchase.
ITEMS 1 THROUGH 9 AND ITEM 11.
Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented to include the following:
“The Offer and withdrawal rights expired as scheduled at 11:59 p.m., Eastern Time, on August 11, 2022. The Depositary and Paying Agent has advised Purchaser that, as of the Expiration Time, 124,185,125 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 74% of the then outstanding Shares. As a result, the Minimum Condition has been satisfied. In addition, the Depositary and Paying Agent has advised Purchaser that, as of the Expiration Time, Notices of Guaranteed Delivery had been received for 9,299,176 Shares, representing approximately 6% of the then outstanding Shares.
Furthermore, on August 11, 2022 at 11:59 p.m., Eastern Time, the required waiting period under the HSR Act with respect to the Offer and the Merger expired. Accordingly, the HSR Condition has been satisfied.
As the Minimum Condition, the HSR Condition and each of the other Offer Conditions have been satisfied, Purchaser has irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Ipsen and Purchaser expect to consummate the Merger on August 12, 2022 pursuant to the terms of the Merger Agreement in accordance with Section 251(h) of the DGCL, without a vote on the adoption of the Merger Agreement by Epizyme’s stockholders. As a result of the Merger, the separate corporate existence of Purchaser will cease and Epizyme will continue as the surviving corporation in the Merger under the name “Epizyme, Inc.”, thereby becoming a wholly owned indirect subsidiary of Ipsen.
At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than (i) Shares held by Epizyme (or in the treasury of Epizyme); (ii) Shares owned by Ipsen, Purchaser or any other direct or indirect wholly owned subsidiary of Ipsen which will be canceled without any conversion thereof and no consideration will be delivered in exchange therefor; and (iii) Shares owned by Epizyme’s stockholders who have properly exercised and perfected their demands for appraisal of such Shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the Effective Time) will be cancelled and automatically be converted into the right to receive consideration equal to the Offer Price, without interest and less any applicable withholding taxes. The Shares will be de-listed from, and will cease to trade on, Nasdaq. Ipsen and Epizyme intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Epizyme’s reporting obligations under the Exchange Act.”
