This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is filed by (i) Atlas Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Halozyme Therapeutics, Inc., a Delaware corporation (Parent) and
Parent. This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.01 per share (the Shares), of Antares Pharma, Inc., a Delaware corporation (the
Company), at a purchase price of $5.60 per Share (the Offer Price) net to the seller in cash, without interest and subject to any withholding of taxes required by applicable legal requirements, on the terms and
subject to the conditions set forth in the Offer to Purchase dated April 26, 2022 (together with any amendments or supplements thereto, the Offer to Purchase) and in the accompanying Letter of Transmittal, which are annexed to and
filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I
to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated as of April 12, 2022 (as it may be amended from time to time, the Merger Agreement), by and
among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 9 and 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information
set forth in the Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company
Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is
Antares Pharma, Inc., a Delaware corporation. The Companys principal executive offices are located at 100 Princeton South, Suite 300, Ewing, New Jersey 08628. The Companys telephone number is (609)
359-3020.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised
Purchaser and Parent that, as of the close of business on April 22, 2022 (the most recent practicable date) 170,782,427 Shares were issued and outstanding.
(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and low sales prices for
Shares in the principal market in which the Shares are traded are set forth in Section 6 (entitled Price Range of Shares; Dividends on the Shares) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a) (c) This Schedule TO is filed by Purchaser and Parent. The information set forth in Section 8 (entitled Certain Information
Concerning Parent, Purchaser and Certain Related Persons) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)
(viii), (xii), (a)(2)(i) (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the Summary Term Sheet |
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Section 1 Terms of the Offer |