This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer (the “Offer”) by Concentra Merger Sub II, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Theseus Pharmaceuticals, Inc., a Delaware corporation (“Theseus”), for (i) $3.90 per Share in cash (the “Base Price Per Share”), (ii) an additional amount of cash of up to $0.15 per Share (such amount as finally determined pursuant to the Merger Agreement (as defined below), the “Additional Price Per Share” and together with the Base Price Per Share, the “Cash Amount”), and (iii) one non-transferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described 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. Accordingly, the total Cash Amount that Purchaser may pay pursuant to the terms of the Offer and Merger Agreement is between $3.90 and $4.05 per Share. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of December 22, 2023 (together with any amendments or supplements thereto, the “Merger Agreement”), among Theseus, Parent and Purchaser, a copy of which is filed as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
ITEM 1.
| SUMMARY TERM SHEET. |
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2.
| SUBJECT COMPANY INFORMATION. |
(a) The subject company and the issuer of the securities subject to the Offer is Theseus Pharmaceuticals, Inc. Its principal executive office is located at 314 Main Street, Cambridge, Massachusetts 02142, and its telephone number is (857) 400-9491.
(b) This Schedule TO relates to the Shares. According to Theseus, as of the close of business on January 8, 2024, there were: (i) 44,649,172 Shares issued and outstanding; (2) 6,221,333 Shares subject to outstanding Company Stock Options, 3,033,530 of which were In-the-Money Options assuming the maximum potential Cash Amount of $4.05 per Share; and (3) 87,605 Shares subject to outstanding Company Restricted Stock Units.
(c) The information concerning the principal market on which the Shares are traded, and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in “Special Factors—Section 4. Price Range of Shares; Dividends” of the Offer to Purchase, are incorporated herein by reference.
ITEM 3.
| IDENTITY AND BACKGROUND OF FILING PERSON. |
(a)–(c) The filing companies of this Schedule TO, Parent, Purchaser, TCP (as defined below) and TCM (as defined below). Each of Purchaser’s, Parent’s, TCP’s and TCM’s principal executive office is located at 4747 Executive Drive, Suite 210, San Diego, California 92121. Each of Purchaser’s and Parent’s telephone number is (858) 281-5372. Each of TCP’s and TCM’s telephone number is (858) 200-3830.
Purchaser was incorporated under the laws of the State of Delaware on December 8, 2023 for the purpose of consummating the Offer and effecting the Merger pursuant to the Merger Agreement. Kevin Tang is the sole director and the executive officers of Purchaser are Mr. Tang, its Chief Executive Officer, Michael Hearne, its Chief Financial Officer, Ryan Cole, its Chief Operating Officer, Stew Kroll, its Chief Development Officer, and Thomas Wei, its Chief Business Officer. Each executive officer of Purchaser is a United States citizen and has a business address located at 4747 Executive Drive, Suite 210, San Diego, California 92121.
Parent was formed under the laws of the State of Delaware on March 8, 2023 and its principal business is currently to consummate the Offer and effect the Merger pursuant to the Merger Agreement, and to perform its obligations under the contingent value rights agreement, which is in substantially the form attached as Exhibit C
