United States securities and exchange commission logo
August 24, 2023
Austin Pollet
Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
Re: Pardes Biosciences,
Inc.
Schedule 13E-3/A
filed August 17, 2023
File No. 005-93142
Dear Austin Pollet:
We have reviewed your filing 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.
Defined terms used herein have the same meaning as in your offering
materials.
Schedule 13E-3/A filed August 17, 2023
General
1. Your revised disclosure
regarding the Cash Amount, and in particular, the Additional
Price Per Share, is
extremely confusing and we continue to have concerns that it is likely
to mislead
shareholders. For example, we note the prominent disclosure on the top of the
first page of the
Amended and Restated Offer to Purchase that the consideration in the
Offer is [a] Base
Price of $2.02 per Share in Cash, An Additional Amount of Up to
$0.17 per Share in
Cash, Plus One Non-Transferable Contractual Contingent Value
Right (emphasis in
original). Similar disclosure appears throughout the Offer to
Purchase. However, you
have disclosed elsewhere that you have determined that the
Additional Price Per
Share is $0.11 per Share. In addition, new disclosure on page 7 in
the Summary Term Sheet
appears to state that the final amount of cash consideration
payable in the Offer is
not yet known and is subject to determination at a later date: "The
Purchaser Parties
reasonably believe that the Offer Price (regardless of the final amount of
Austin Pollet
Paul, Weiss, Rifkind, Wharton & Garrison LLP
August 24, 2023
Page 2
the Additional Price Per Share...)" (emphasis added). Accordingly, it
is unclear whether
the Additional Price Per Share is up to $0.17 per Share in Cash,
or $0.11 per Share.
To avoid confusing shareholders, please remove the references to up
to $0.17 per Share
in Cash, except as necessary to disclose how you calculated the
Additional Price Per
Share. The revised offer materials should clearly and succinctly state
the total amount of
cash to be paid in the Offer at expiration (excluding any amount which
may or may not be
payable pursuant to the CVR). Given that the amount of the
consideration offered is a
critical term of the Offer, please advise how you will disseminate the
revised document
addressing these comments.
Position of Parent and Purchaser Regarding Fairness of the Offer and the
Merger, page 26
2. We note that the Purchaser Parties list as a factor the financial
analyses provided by
Leerink Partners to the Special Committee. When any filing person has
based its fairness
determination on the analysis of factors undertaken by others, such
person must expressly
adopt such analysis as their own to satisfy their disclosure
obligation. Refer to Question
20 of Exchange Act Release No. 34-17719 (April 13, 1981). Accordingly,
please revise
to state, if true, that the Purchaser Parties have adopted Leerink
Partners analysis as their
own.
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 Christina Chalk at (202) 551-3263 or Blake
Grady at (202)
551-8573.
FirstName LastNameAustin Pollet Sincerely,
Comapany NamePaul, Weiss, Rifkind, Wharton & Garrison LLP
Division of Corporation
Finance
August 24, 2023 Page 2 Office of Mergers &
Acquisitions
FirstName LastName