United States securities and exchange commission logo
May 23, 2023
Shinji Nitanda
Director
Shin Nippon Biomedical Laboratories, Ltd.
2438 Miyanoura-cho, Kagoshima-shi
Kagoshima 891-1394, Japan
Re: Satsuma
Pharmaceuticals, Inc.
Schedule TO/13E-3
filed by SNBL23 Merger Sub, Inc. and Shin Nippon
Biomedical
Laboratories, Ltd.
Filed May 5, 2023
File No. 005-91126
Dear Shinji Nitanda:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO/13E-3 filed May 5, 2023
Position of Parent and Purchaser Regarding Fairness, page 62
1. Disclosure in this
section indicates that the "Purchaser Parties reasonably believe that the
Offer Price and the
Merger Consideration to be received by the Unaffiliated Stockholders
are fair to such
Unaffiliated Stockholders." The defined term "Unaffiliated
Stockholders" does not
appear to exclude all directors or officers of the Company who
may be stockholders of
the Company. Please note that the staff considers directors and
officers of the Company
to be affiliates when considering whether such reference is
sufficiently specific
to satisfy the obligations of filing persons to provide the disclosure
described in Item
1014(a). Please refer to the definitions of "affiliate" and "unaffiliated
security holder" in
Exchange Act Rule 13e-3(a)(1) and (a)(4), respectively. To the extent
the term "Unaffiliated
Stockholders" applies to any other directors or officers of the
Company or its
affiliates, disclosure regarding the fairness determination of the Purchaser
Shinji Nitanda
Shin Nippon Biomedical Laboratories, Ltd.
May 23, 2023
Page 2
Parties with respect to the phrase "Unaffiliated Stockholders" may not
necessarily satisfy
Item 8 of Schedule 13E-3. Refer to Item 1014(a) and (c) of Regulation
M-A and revise
the disclosure accordingly.
2. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be discussed
in reasonable
detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April
13, 1981). Please revise this section of the Offer to Purchase to
address the factors
described in clauses (ii), (iii) and (v) of Instruction 2 to Item 1014
or explain why such
factors were not deemed material or relevant to the Purchaser Parties'
fairness
determination. If the procedural safeguards in Item 1014(c) and (d) were
not considered,
please explain why the filing persons believe that the Rule 13e-3
transaction is fair in the
absence of such safeguards. We note disclosure that the Purchaser
Parties reasonably
believe that the Offer is procedurally fair to the Unaffiliated
Stockholders based on the
factors considered by, and the findings of, the Satsuma Board. If the
Purchaser Parties are
attempting to rely on the Board s analysis, they must expressly adopt
the Board s analysis.
3. Disclosure in the sixth bullet point on page 63 states that the Satsuma
Board determined
that the Merger Agreement the Offer and the Merger, are fair to, and
in the best interest
of, Satsuma and its Unaffiliated Stockholders. In contrast,
disclosure in the Schedule
14D-9 indicates that the Board determined that the Merger Agreement, the
Offer and the
Merger were fair to the Company and the Company s stockholders.
Please advise.
General
4. Please revise the Offer to Purchase to provide the disclosure required
by Item 13 of
Schedule 13E-3.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameShinji Nitanda
Division of Corporation
Finance
Comapany NameShin Nippon Biomedical Laboratories, Ltd.
Office of Mergers &
Acquisitions
May 23, 2023 Page 2
cc: Robert T. Ishii
FirstName LastName