This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is filed by Asilomar Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect, wholly-owned subsidiary of Astellas Pharma Inc., a company organized under the laws of Japan (“Astellas”), and Astellas. This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.00001 per share (the “Shares”), of Audentes Therapeutics, Inc., a Delaware corporation (“Audentes”), at a purchase price of $60.00 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, on the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated as of December 2, 2019 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Audentes, Astellas and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Audentes Therapeutics, Inc., a Delaware corporation. Audentes’ principal executive offices are located at 600 California Street, 17th Floor, San Francisco, CA 94108. Audentes’ telephone number is (415)818-1001.
(b) This Schedule TO relates to the outstanding Shares. Audentes has advised Purchaser and Astellas that, as of December 13, 2019 (the most recent practicable date): (i) 46,272,171 Shares were issued and outstanding, (ii) no Shares were held by Audentes in its treasury, (iii) 4,602,571 Shares were subject to outstanding Audentes stock options, (iv) 379,196 Shares were subject to outstanding Audentes restricted stock unit awards and (v) 21,322 Shares were estimated to be subject to outstanding purchase rights under Audentes’ 2016 Employee Stock Purchase Plan.
(c) The information set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a) – (c) This Schedule TO is filed by Purchaser and Astellas. The information set forth in Section 8 (entitled “Certain Information Concerning Astellas and Purchaser”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i) – (viii), (xii), (a)(2)(i) – (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| | • | | the “Summary Term Sheet” |
| | • | | Section 1 – “Terms of the Offer” |
| | • | | Section 2 – “Acceptance for Payment and Payment for Shares” |
| | • | | Section 3 – “Procedures for Accepting the Offer and Tendering Shares” |
| | • | | Section 4 – “Withdrawal Rights” |
| | • | | Section 5 – “Material U.S. Federal Income Tax Consequences” |
| | • | | Section 11 – “The Merger Agreement; Other Agreements” |
| | • | | Section 12 – “Purpose of the Offer; Plans for Audentes” |
| | • | | Section 13 – “Certain Effects of the Offer” |
| | • | | Section 15 – “Conditions of the Offer” |
| | • | | Section 16 – “Certain Legal Matters; Regulatory Approvals” |
| | • | | Section 17 – “Appraisal Rights” |
| | • | | Section 19 – “Miscellaneous” |
(a)(1)(ix) – (xi), (a)(2)(v) – (vi) Not applicable.
