Merger) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the DGCL) without a vote of the Companys stockholders, with the Company continuing as The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the MergerĪgreement), by and among Parent, Purchaser and the Company, under which, after the satisfaction or waiver of certain conditions and the completion of the Offer, Purchaser will be merged with and into the Company (the To the terms and conditions of the Contingent Value Rights Agreement (as defined below), substantially in the form attached to the Merger Agreement (as defined below), the consideration set forth in the CVR Agreement (the CVRs together with theĪggregate Per Share Price paid in accordance with the Merger Agreement, the Offer Consideration). ( Parent), toĪcquire any and all of the issued and outstanding shares of common stock, par value $0.0001 per share (the Common Stock), of the Company (the Shares) in exchange for (i) an amount in cashĮqual to $0.91, without interest and less applicable withholding taxes (the Per Share Price), and (ii) one contingent value right per Share (a CVR) representing the right to receive, subject This Schedule 13E-3 relates to the tender offer by SNBL23 Merger Sub, Inc., ( Purchaser), a wholly owned subsidiary of Shin Nippon Biomedical Laboratories, Ltd. Of the common stock that is the subject of the Rule 13e-3 transaction described below. This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with theĮxhibits and annexes attached hereto (this Schedule 13E-3), is being filed by Satsuma Pharmaceuticals, Inc., a Delaware corporation (the Company), the issuer NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED ORĭISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. The following box if the filing is a final amendment reporting the results of the The following box if the soliciting materials or information statement referred to in checking box (a) are
#XEL 3XL TRAVEL BACKGROUND REGISTRATION#
The filing of a registration statement under the Securities Act of 1933.
Rule 13e-3(c) under the Securities Exchange Act of 1934. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or This statement is filed in connection with (check the appropriate box): (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices andĬommunications on Behalf of the Persons Filing Statement) Rule 13e-3 Transaction Statement Under Section 13(e)Ĭommon Stock, par value $0.0001 per share
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