SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Rule 13e-3 Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 4)
Satsuma Pharmaceuticals, Inc.
(Name of the Issuer)
Satsuma Pharmaceuticals, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
80405P107
(CUSIP Number of Class of Securities)
Shinji Nitanda
Secretary
Satsuma Pharmaceuticals, Inc.
4819 Emperor Boulevard, Suite 340
Durham, NC 27703
(650) 410-3200
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
Robert T. Ishii
Ian B. Edvalson
Wilson Sonsini Goodrich & Rosati, P.C.
One Market Plaza, Spear Tower, Suite 3300
San Francisco, CA 94105-1126
Telephone: (415)-947-2000
This statement is filed in connection with (check the appropriate box):
| a. | ☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
| b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
| c. | ☒ | A tender offer. | ||
| d. | ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☒
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INTRODUCTION
This Amendment No. 4 (this “Amendment”) amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 originally filed (as amended from time to time, the “Statement”) with the United States Securities and Exchange Commission (“SEC”) on May 5, 2023 (as amended, the “Schedule 13E-3”), by Satsuma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below.
This Amendment relates to the tender offer by SNBL23 Merger Sub, Inc., (“Purchaser”), a wholly owned subsidiary of Shin Nippon Biomedical Laboratories, Ltd. (“Parent”), to acquire any and all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”) in exchange for (i) an amount in cash equal to $0.91, without interest and less applicable withholding taxes (the “Per Share Price”), and (ii) one contingent value right per Share (a “CVR”) representing the right to receive, subject to the terms and conditions of a Contingent Value Rights Agreement substantially in the form attached to the Merger Agreement (as defined below) (the CVRs together with the aggregate Per Share Price paid in accordance with the Merger Agreement, the “Offer Consideration”). The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Merger Agreement”), by and among Parent, Purchaser and the Company, under which, after the satisfaction or waiver of certain conditions and the completion of the Offer, Purchaser will be merged with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) without a vote of the Company’s stockholders, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Surviving Corporation”). The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO by Parent and Purchaser on May 5, 2023 (as amended or supplemented from time to time, the “Schedule TO”), which contain as exhibits an Offer to Purchase dated May 5, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”, which together with the Offer to Purchase, together with any amendments or supplements thereto, collectively constitute the “Offer”).
In response to the Offer, the Company originally filed a Solicitation/Recommendation Statement on Schedule 14D-9 on May 5, 2023 (as amended or supplemented from time to time and together with any exhibits and annexes attached thereto, the “Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Amendment, and is supplemented by the information specifically provided herein. The responses to each item in this Amendment are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Amendment concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 14D-9.
| ITEM 16. | EXHIBITS. |
Item 16 of the Statement is hereby amended and supplemented by adding the following exhibit:
Exhibit No. | Description | |
| (a)(1) | Solicitation/Recommendation Statement (Amendment No. 4) on Schedule 14D-9 (incorporated by reference to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on June 8, 2023). | |
| 107* | Filing Fee Table. | |
| * | Previously filed. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 8, 2023
| Satsuma Pharmaceuticals, Inc. | ||
| By: | /s/ Shinji Nitanda | |
| Name: | Shinji Nitanda | |
| Title: | Secretary | |
