This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 25, 2023 (as amended and supplemented from time to time, the “Schedule TO”) by Cleopatra Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned indirect subsidiary of Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Sobi”). The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of CTI BioPharma Corp., a Delaware corporation (“CTI BioPharma”), at a price of $9.10 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions described in the offer to purchase, dated May 25, 2023 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.”
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule TO.
| Item 11. | Additional Information. |
Section 17 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by deleting the paragraphs after the last paragraph of such subsection with the caption “Litigation” and replacing it with the following paragraphs:
“On May 26, 2023, a purported CTI BioPharma stockholder filed a complaint against CTI BioPharma and each member of the Board of Directors of CTI BioPharma in the United States District Court for the Southern District of New York, captioned Ryan O’Dell v. CTI BioPharma Corp., et al., Case No. 1:23-cv-04437 (the “O’Dell Complaint”).
On May 30, 2023, a purported CTI BioPharma stockholder filed a complaint against CTI BioPharma and each member of the Board of Directors of CTI BioPharma in the United States District Court for the Southern District of New York, captioned David Yoo v. CTI BioPharma Corp., et al., Case No. 1:23-cv-04515 (the “Yoo Complaint”).
On May 31, 2023, a purported CTI BioPharma stockholder filed a complaint against CTI BioPharma and each member of the Board of Directors of CTI BioPharma in the United States District Court for the Southern District of New York, captioned Elaine Wang v. CTI BioPharma Corp., et al., Case No. 1:23-cv-04545 (the “Wang Complaint”).
On June 6, 2023, a purported CTI BioPharma stockholder filed a complaint against CTI BioPharma and each member of the Board of Directors of CTI BioPharma in the United States District Court for the Southern District of New York, captioned Jordan Wilson v. CTI BioPharma Corp., et. al., Case No. 1:23-cv-04744 (the “Wilson Complaint”).
On June 6, 2023, a purported CTI BioPharma stockholder filed a complaint against CTI BioPharma and each member of the Board of Directors of CTI BioPharma in the United States District Court for the District of Delaware, captioned Michael Kent v. CTI BioPharma Corp., et al., Case No. 1:23-cv-00617-UNA (the “Kent Complaint” and collectively with the O’Dell, Yoo, Wang and Wilson Complaints, the “Federal Complaints”).
The Federal Complaints allege violations of Sections 14(d) and 14(e) of the Exchange Act and Rule 14d-9 thereunder against all defendants and violations of Section 20(a) of the Exchange Act against the individual defendants. The O’Dell and Wang Complaints seek injunctive relief preventing the consummation of the Merger Agreement and the transactions contemplated thereby (the “Transactions”), recission of the Merger Agreement or any of the terms thereof or a grant of rescissory damages, an accounting of damages, an award of plaintiff’s expenses including reasonable attorneys’ and expert fees and expenses, and such other relief the court may deem just and proper. The Yoo, Wilson and Kent Complaints seek injunctive relief enjoining the Transactions or awarding rescissory damages, dissemination of an updated Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), an award of plaintiff’s expenses including reasonable attorneys’ and expert fees and expenses, and such other relief the court may deem just and proper.
