This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer (the “Offer”) by Concentra Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), to purchase all outstanding shares of common stock, $0.001 par value per share (“Shares”), of Jounce Therapeutics, Inc., a Delaware corporation (“Jounce”), at a price of $1.85 in cash per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “Cash Consideration”), plus one non-transferable contractual contingent value right per Share (each, a “CVR,” and each CVR together with the Cash Consideration, 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. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 26, 2023 (together with any amendments or supplements thereto, the “Merger Agreement”), among Jounce, Parent and Purchaser, a copy of which is attached 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 Jounce Therapeutics, Inc. Its principal executive office is located at 780 Memorial Drive, Cambridge, Massachusetts 02139, and its telephone number is (857) 259-3840.
(b) This Schedule TO relates to the Shares. According to Jounce, as of the close of business on April 4, 2023, there were: (i) 52,498,137 Shares issued and outstanding; (ii) 7,873,368 shares were subject to outstanding Company Stock Options, 710,154 of which were In-the-Money Options; and (iii) 193,759 shares were subject to outstanding Company RSUs.
(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 Section 6—“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 are Parent and Purchaser. Each of Purchaser’s and Parent’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.
Kevin Tang is the sole director and executive officer of Purchaser. Mr. Tang serves as Chairman and Chief Executive Officer of Purchaser. Mr. Tang is a United States citizen and has a business address located at 4747 Executive Drive, Suite 210, San Diego, California 92121
Tang Capital Management, LLC (“TCM”) is the sole manager of Parent, and Mr. Tang is the sole manager of TCM. The executive officers of Parent 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 Parent is a United States citizen and has a business address located at 4747 Executive Drive, Suite 210, San Diego, California 92121.
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