Satsuma Pharmaceutic (STSA)

[Enterprising Investor]

Shin Nippon Biomedical Laboratories, Ltd. Acquires Satsuma Pharmaceuticals, Inc (6/08/23)

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on May 5, 2023, Purchaser commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) in exchange for (i) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (ii) one non-transferable contractual contingent value right (a “CVR”) per Share (the consideration set forth in clauses (i) and (ii) together, the “Offer Price”).

The Offer expired at 12:00 A.M. (Eastern time) at the end of June 5, 2023. American Stock Transfer & Trust Company, LLC, in its capacity as Depositary, advised that a total of 21,979,704 Shares were validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 66.0618% of the fully-diluted capitalization of the Company as of the expiration of the Offer. In addition, Notices of Guaranteed Delivery have been delivered for 78,376 Shares, representing approximately 0.2356% of the fully-diluted capitalization of the Company as of the expiration of the Offer. Each condition to the Offer was satisfied or waived. Immediately following expiration of the Offer, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn and indicated that it will promptly pay for all such Shares consistent with the Offer to Purchase.

On June 8, 2023, following consummation of the Offer, Purchaser merged with and into the Company, with the Company surviving the merger as the Surviving Corporation. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by the Parent or Purchaser or by stockholders of the Company who had properly exercised and perfected their demands for appraisal under the DGCL) was converted into the right to receive (a) $0.91 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes and (b) one CVR.

The aggregate consideration paid by Purchaser in the Offer and Merger to purchase all outstanding Shares (other than the Shares held by the Parent or Purchaser or by stockholders of the Company who have properly exercised and perfected their demands for appraisal under the DGCL), was approximately $27.7 million. Parent provided American Stock Transfer & Trust Company, LLC, the depositary and paying agent, with the funds necessary to complete payments of consideration to Satsuma stockholders in connection with the Offer and the Merger.

In addition, as a result of the Merger, (i) each option to purchase Shares (“Company Option”) with an exercise price that was less than the Offer Price that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, (A) an amount in cash, equal to the product obtained by multiplying (x) the number of Shares that were subject to such Company Option, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option, less any required withholding taxes; and (B) a CVR; and (ii) each Company Option with an exercise price greater than or equal to the Offer Price that was outstanding immediately prior to the Effective Time was terminated and cancelled immediately prior to the Effective Time in exchange for no consideration.