This Amendment No. 2 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by Pandion
Therapeutics, Inc. (“Pandion”) with the Securities and Exchange Commission (the “SEC”) on March 4, 2021, relating to the tender offer by Panama Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Merck Sharp & Dohme Corp., a New Jersey corporation, to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of Pandion for a purchase price of $60.00 per share, net to the seller in
cash, without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 4, 2021 (as amended or supplemented from time to time), and in the related Letter of
Transmittal (as amended or supplemented from time to time).
Except to the extent specifically provided in this Amendment, the information set forth in
the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the
Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
ITEM 8.
ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 is amended and supplemented as follows:
The following new subsection is added before the final subsection entitled “Item 8. Additional Information—Forward-Looking Statements”:
Final Results of the Offer and Completion of the Merger
The Offer and related withdrawal rights expired as scheduled at one minute past 11:59 p.m., New York City Time, on March 31, 2021 (such date and time, the
“Expiration Time”), and was not extended. Computershare Trust Company N.A., in its capacity as depositary for the Offer, has advised Purchaser that, as of the Expiration Time, 27,770,123 Shares had been validly tendered and not
properly withdrawn pursuant to the Offer, representing approximately 88.6% of the sum of (i) all Shares then outstanding at the Expiration Date and (ii) all Shares that Pandion would be required to issue upon the vesting (including vesting
solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Shares or other rights to acquire or be
issued Shares (including all then outstanding Pandion stock options and any outstanding warrant to purchase Shares), regardless of the conversion or exercise price or other terms and conditions thereof. Accordingly, the Minimum Condition has been
satisfied. Purchaser has accepted, and has stated that it will as promptly as practicable on or after the Expiration Date pay for, all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.
Following expiration of the Offer and acceptance for payment of the Shares, Purchaser had ownership sufficient to effect the Merger under Section 251(h)
of the DGCL, without a vote of stockholders of Pandion. Accordingly, following completion of the Offer, Parent and Purchaser effected the Merger in accordance with Section 251(h) of the DGCL in which Purchaser merged with and into Pandion, with
Pandion surviving the Merger and continuing as a wholly-owned subsidiary of Parent. In the Merger, each Share outstanding (other than (i) Shares held in the