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
ZS Pharma, Inc.
(Name of Subject Company)
ZENECA, INC. |
ZANZIBAR ACQUISITION CORP. |
(Names of Filing Persons — Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
________________
98979G 105
(Cusip Number of Class of Securities)
Adiah Ferron Reid
1800 Concord Pike
Wilmington, DE 19850-5437
Telephone: (302) 886-3000
(Name, Address and Telephone Number of Person Authorized to ReceiveNotices
and Communications on Behalf of Filing Persons)
Copies to:
Marc O. Williams
Brian Wolfe
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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 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: | Not applicable. | Filing Party: | Not applicable. | |
Form or Registration No.: | Not applicable. | Date Filed: | Not applicable. |
R | 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:
R | third-party tender offer subject to Rule 14d-1. |
£ | issuer tender offer subject to Rule 13e-4. |
£ | going-private transaction subject to Rule 13e-3. |
£ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
Exhibit No. Description
99.1 | Press release issued by AstraZeneca plc dated November 6, 2015 |
99.2 | Email sent by Pascal Soriot, CEO of AstraZeneca plc, to ZS Pharma, Inc. employees dated November 6, 2015 |
99.3 | Investor Relations presentation regarding the acquisition of ZS Pharma, Inc. dated November 6, 2015 |
99.4 | Key messages and Q&A regarding acquisition of ZS Pharma, Inc. dated November 6, 2015 |