This Tender Offer Statement on Schedule TO (together with any exhibits and annexes attached hereto, this “Schedule TO”) is filed by (i) Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), (ii) Parent and (iii) SBP. This Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended and supplemented from time to time, the “Offer”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(a) and (a)(1)(b), respectively. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended, restated or supplemented from time to time, the “Merger Agreement”), among SBP, Parent, Purchaser and the Company, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference with respect to Items 4 through 9 and Item 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the section “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The subject company and issuer of the securities subject to the Offer is the Company. Its principal executive office is located at Eddeva B920 Babraham Research Campus, Cambridge, United Kingdom, CB22 3AT and its telephone number is +44-1223-497400.
(b) This Schedule TO relates to the Company’s shares of common stock, par value $0.0001 per share. According to the Company, as of the close of business on June 22, 2022, there were 21,584,723 Shares issued and outstanding.
(c) The information concerning the principal market in which the Shares are traded, and certain high and low sales prices for the Shares in that principal market, is set forth in the section “Price Range of Shares; Dividends on the Shares” of the Offer to Purchase and is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a), (b), (c) The information set forth in the sections “Introduction,” “Summary Term Sheet,” “Certain Information Concerning SBP, Parent and Purchaser” and in Schedules I, II and III of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i) – (viii), (xii) The information set forth in the Offer to Purchase is incorporated herein by reference.
(a)(1)(ix) – (xi) Not applicable.
(a)(2)(i) – (iv) and (vii) The information set forth in the Offer to Purchase is incorporated herein by reference.
(a)(2)(v) – (vi) Not applicable.