Amendment: SEC Form SC TO-T/A filed by Day One Biopharmaceuticals Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DAY ONE BIOPHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
SERVIER DETROIT INC.
(Names of Filing Persons (Offeror))
a direct wholly owned subsidiary of
SERVIER PHARMACEUTICALS LLC
(Names of Filing Persons (Parent of Offeror))
an indirect wholly owned subsidiary of
SERVIER S.A.S.
(Names of Filing Persons (Parent of Offeror))
Common stock, $0.0001 par value per share
(Title of Class of Securities)
23954D109
(CUSIP Number of Class of Securities)
Deniz Razon
Chief Business Officer
Servier Pharmaceuticals LLC
200 Pier Four Boulevard
7th Floor
Boston, MA 02210
Telephone: (800) 807-6124
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Piotr Korzynski
Michael S. Pilo
Michael F. DeFranco
Michelle Carr
Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, Illinois 60601
Telephone: (312) 861-8000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | Third-party tender offer subject to Rule 14d-1. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed by Servier S.A.S., a French société par actions simplifiée (“Servier”), Servier Pharmaceuticals LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Servier (“Parent”), and Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser” and together with Servier and Parent, the “Servier Parties”), on March 26, 2026. The Schedule TO relates to the offer by the Servier Parties for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), upon the terms and subject to the conditions set forth in Offer to Purchase, the related Letter of Transmittal and the related Notice of Guaranteed Delivery, each as defined in the Schedule TO, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to amend and supplement the Item set forth below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Item 11. Additional Information
The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item 11 incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
The information set forth in Section 16 – “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented as follows:
| 1. | The subsection titled “Antitrust Compliance” is hereby amended and restated in its entirety to read as follows (new language bolded and underlined; deleted language struck through): |
Under the HSR Act and the rules and regulations promulgated thereunder, certain transactions, including Purchaser’s purchase of Shares pursuant to the Offer, cannot be consummated until, among other things, notifications have been submitted to the FTC and the DOJ and specified waiting period requirements have been satisfied.
Parent and the Company
expect to filed their respective Notification and Report Forms pursuant to the HSR Act with the FTC and the DOJ on March 26, 2026, which filing will
initiated a 15-day waiting period. If the 15-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended
until 11:59 p.m., Eastern Time, of the next day that is not a Saturday, Sunday or federal holiday. Alternatively, to provide the FTC or DOJ with additional time to review the proposed transactions, Parent may withdraw and refile its HSR Notification
Forms, following a procedure established pursuant to 16 CFR 803.12(c), starting a new 15-day waiting period. If within the 15-day waiting period, the
FTC or the DOJ issue a Request for Additional Information and Documentary Materials (a “Second Request”), the waiting period with respect to the Offer would be extended to 11:59 p.m., Eastern Time, on the tenth day after
certification of substantial compliance with such Second Request by Parent (however, the parties could agree with the FTC or DOJ not to consummate the acquisition for some period of time after the waiting period expires). As a practical matter, if a
Second Request were issued, it could take a significant period of time to achieve substantial compliance with such Second Request, which could delay the Offer.
The FTC and the DOJ frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the DOJ could take any action under the antitrust laws that it considers necessary, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) divestiture of substantial assets of the parties, or (iv) to require the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the termination or expiration of the applicable waiting period under the HSR Act, any state or private party may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. See Section 15 – “Conditions of the Offer.”
Neither Parent nor the Company can be certain that a challenge to the Offer or the Merger on antitrust grounds will not
be made, or, if such challenge is made, what the result will be. See Section 15 - “Conditions of the Offer.”
On April 7, 2026, the FTC granted a request for the early termination of the waiting period under the HSR Act, effective April 7, 2026 at 1:37 p.m., Eastern Time. Accordingly, the condition to the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in Section 15 – “Conditions of the Offer.”
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: April 8, 2026 |
SERVIER DETROIT INC. | |
| /s/ David Lee | ||
| Name: David Lee | ||
| Title: President and Secretary | ||
| SERVIER PHARMACEUTICALS LLC | ||
| /s/ David Lee | ||
| Name: David Lee | ||
| Title: Chief Executive Officer | ||
| SERVIER S.A.S. | ||
| /s/ Olivier Laureau | ||
| Name: Olivier Laureau | ||
| Title: President | ||