INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the
exhibits and annexes attached hereto (this Schedule 13E-3), is being filed by Satsuma Pharmaceuticals, Inc., a Delaware corporation (the Company), the issuer
of the common stock that is the subject of the Rule 13e-3 transaction described below.
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. (Parent), to
acquire 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 cash
equal 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
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 the
aggregate Per Share Price paid in accordance with the Merger Agreement, the Offer Consideration). The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the Merger
Agreement), 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
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 surviving corporation and a wholly-owned subsidiary of Parent (the Surviving Corporation). The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule
13e-3 Transaction Statement on Schedule TO by Parent and Purchaser on May 5, 2023 (as amended or supplemented from time to time, the Schedule TO), which contain as exhibits an
Offer to Purchase dated May 5, 2023 (the Offer to Purchase) and the related Letter of Transmittal (the Letter of Transmittal, which together with the Offer to Purchase, together with any
amendments or supplements thereto, collectively constitute the Offer).
In response to the Offer, the Company filed a
Solicitation/Recommendation Statement on Schedule 14D-9 on May 5, 2023 (together with any exhibits and annexes attached thereto, the Schedule
14D-9). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which
are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information
specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and
the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in
this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.
ITEM 1. |
SUMMARY TERM SHEET. |
The information set forth in the Offer to Purchase under the heading Summary Term Sheet is incorporated herein by reference.
ITEM 2. |
SUBJECT COMPANY INFORMATION. |
(a) Name and Address
The information set forth in the
Schedule 14D-9 under the following heading is incorporated herein by reference:
|
|
|
Item 1. Subject Company InformationName and Address |
(b) Securities
The information set forth in the Schedule
14D-9 under the following heading is incorporated herein by reference:
|
|
|
Item 1. Subject Company InformationSecurities |
(c) Trading Market and Price
The information set forth
in the Offer to Purchase under the following heading is incorporated herein by reference:
|
|
|
The Tender OfferSection 6. Price Range of Shares; Dividends
|