UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
RELYPSA, INC.
(Name of Subject Company (issuer))
VIFOR PHARMA USA INC.
(Offeror)
A Wholly-Owned Subsidiary of
GALENICA AG
(Ultimate Parent Entity of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
| COMMON STOCK | 75931106 | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
Oliver Kronenberg
Group General Counsel
Galenica AG
Untermattweg 8-P.O. Box
CH-3027 Bern, Switzerland
+41.58.852.81.11
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Andrew Levine
Jeffrey Symons
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
CALCULATION OF FILING FEE
| Transaction valuation | Amount of filing fee | |
| N/A* | N/A* | |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid n/a | Filing Party: n/a | |
| Form of Registration No.: n/a | Date Filed: n/a |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject toRule 14d-1. |
| ¨ | issuer tender offer subject toRule 13e-4. |
| ¨ | going-private transaction subject toRule 13e-3. |
| ¨ | amendment to Schedule 13D underRule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Vifor Pharma USA Inc. (“Purchaser”), an indirect wholly owned subsidiary of Galenica AG (“Galenica”), for any and all of the outstanding shares of common stock, par value $0.001 per share, of Relypsa, Inc. (“Relypsa”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of July 20, 2016, by and among Galenica, Purchaser and Relypsa.
The description contained herein is for informational purposes only and is not a recommendation, an offer to buy or the solicitation of an offer to sell any shares of Relypsa’s common stock. The tender offer referenced in the attached exhibits has not yet commenced. Upon commencement of the tender offer, Galenica and Purchaser will file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other related documents, and, therafter, Relypsa will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Galenica, Purchaser and Relypsa intend to mail these documents to the shareholders of Relypsa. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND RELYPSA SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. Shareholders of Relypsa will be able to obtain a free copy of these documents (when they become available) and other documents filed by Relypsa, Galenica or Purchaser with the SEC at the website maintained by the SEC atwww.sec.gov. In addition, shareholders of Relypsa may obtain a free copy of these documents (when they become available) by (i) contacting Mackenzie Partners, Inc., the information agent for the tender offer, toll-free at 1-800-322-2885, or call collect at +1-212-929-5500 or by email totenderoffer@mackenziepartners.com or (ii) visiting the “Investors” section of Relypsa’s website athttp://investor.relypsa.com.
Exhibit Index
Exhibit | Description | |
| 99.1 | Press Release issued by Galenica on July 21, 2016 | |
| 99.2 | Joint Press Release issued by Relypsa and Galenica on July 21, 2016 | |
| 99.3 | Investor Presentation presented on Galenica Analyst Conference Call on July 21, 2016 | |
| 99.4 | Presentation presented at meeting for employees of Relypsa on July 21, 2016 | |
