SEC Form SC TO-T/A filed by CinCor Pharma Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
Amendment No. 2
CINCOR
PHARMA, INC.
(Name of Subject Company (Issuer))
CINNAMON ACQUISITION, INC.
a wholly owned subsidiary of
ASTRAZENECA FINANCE AND HOLDINGS INC.
a wholly owned subsidiary of
ASTRAZENECA PLC
(Names of Filing Persons — Offerors)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
17240Y109
(CUSIP Number of Class of Securities (Underlying Common Stock))
Adrian Kemp
AstraZeneca PLC
1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
England
Telephone:
+44 20 3749 5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Copies to:
Michael J. Riella, Esq.
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001-4956
+1 (202) 662 6000
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $158,137 | Filing party: | Cinnamon Acquisition, Inc., AstraZeneca Finance and Holdings Inc. and AstraZeneca Plc | |||
| Form or Registration No.: | Schedule TO | Date filed: | January 23, 2023 |
| ¨ | 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:
| x | Third-party tender offer subject to Rule 14d-1. | |
| ¨ | Issuer tender offer subject to Rule 13e-4. | |
| o | Going-private transaction subject to Rule 13e-3. | |
| o | 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:
| o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (as further amended or supplemented from time to time, the “Schedule TO”) filed with the Securities and Exchange Commission on January 23, 2023, by AstraZeneca PLC, a public limited company incorporated in England and Wales (“AstraZeneca”), AstraZeneca Finance and Holdings Inc., a Delaware corporation and direct wholly owned subsidiary of AstraZeneca (“Parent”), and Cinnamon Acquisition, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”). The Schedule TO relates to the offer by Purchaser, pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of January 8, 2023 (the “Merger Agreement”), by and among CinCor Pharma, Inc., a Delaware corporation (“CinCor”), Parent and Purchaser to purchase all of the outstanding shares of common stock, $0.00001 par value per share (the “Shares”), of CinCor in exchange for (i) $26.00 per Share in cash, plus (ii) one contingent value right per Share representing the right to receive a contingent payment of $10.00 in cash if a specified milestone is achieved, subject to and in accordance with the terms of the Contingent Value Rights Agreement in the form attached as Exhibit E to the Merger Agreement, in each case, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Item 11
| 1. | The disclosure in the Offer to Purchase and Item 11 of the Schedule TO is hereby amended and supplemented by adding the following sentence at the end of the last paragraph at the end of Section 16—“Certain Legal Matters; Regulatory Approvals—Antitrust Compliance” of the Offer to Purchase on page 59. |
“The waiting period under the HSR Act expired on February 22, 2023, at 11:59 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 the Offer to Purchase.”
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.
| ASTRAZENECA PLC | ||
| By: | /s/ Adrian Kemp | |
| Name: Adrian Kemp | ||
| Title: Company Secretary | ||
| ASTRAZENECA FINANCE AND HOLDINGS INC. | ||
| By: | /s/ David White | |
| Name: David White | ||
| Title: Treasurer | ||
| CINNAMON ACQUISITION, INC. | ||
| By: | /s/ David White | |
| Name: David White | ||
| Title: Treasurer | ||
Date: February 23, 2023