• | Purchaser, a wholly owned subsidiary of Parent, is offering to buy your securities. Purchaser has been organized in connection with this Offer and has not carried on any activities other than entering into the Merger Agreement and activities in connection with the Offer. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.” Certain obligations of Parent and Purchaser under the Merger Agreement have been guaranteed by Tang Capital Partners, LP, pursuant to the Limited Guaranty. |
• | Parent is Concentra Biosciences, LLC. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.” |
• | Purchaser is Concentra Merger Sub III, Inc. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.” |
• | Guarantor is Tang Capital Partners, LP. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.” |
• | The sole manager of Parent and the general partner of Guarantor is Tang Capital Management, LLC. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Purchaser.” |
• | Purchaser is seeking to purchase all of the outstanding Shares of Allakos. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.” |
• | Purchaser is offering to pay $0.33 per Share in cash (the “Offer Price”), without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions contained in this Offer to Purchase and in the related Letter of Transmittal. In making a decision to tender your Shares, you should understand that the only consideration that you will receive in the Offer is the Offer Price that is being offered pursuant to the Offer. You should base your tender decision on the Offer Price as it will be the only consideration you receive in the Offer. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.” |
• | If your Shares are registered in your name and you tender your Shares, you will not be obligated to pay brokerage fees or commissions or similar expenses. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the Introduction and “The Tender Offer—Section 3. Procedures for Tendering Shares.” |
• | Parent, through Purchaser, has undertaken to acquire control of, and the entire equity interest in, Allakos because it believes it is a good investment. See “Special Factors—Section 2. Purpose of the Offer and Plans for Allakos” and “The Tender Offer—Section 1. Terms of the Offer.” |
• | Pursuant to the Merger Agreement, Purchaser’s obligation to accept Shares tendered in the Offer is subject to the satisfaction or waiver of certain conditions. Purchaser will not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer and, subject to the terms of the Merger Agreement, may delay the acceptance for payment of or payment for Shares or may terminate or amend the Offer, if: |
(a) | prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one Share more than 50% of the number of Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or |
(b) | any of the following conditions exist or shall have occurred and be continuing at the Expiration Date: |
(i) | there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; |
(ii) | (A) (1) any representation or warranty of Allakos set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02 (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.08(a) (No Material Adverse Effect), Section 4.20 (Brokers and Other Advisors), Section 4.22 (Opinion of Financial Advisors) and Section 4.23 (No Vote Required)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (2) any representation or warranty of Allakos set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02(b), (f) and (g) (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.20 (Brokers and other Advisors), Section 4.22 (Opinion of Financial Advisors), Section 4.23 (No Vote Required), and the Closing Net Cash Schedule (as defined in the Merger Agreement) shall not be true and correct in all material respects as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), (3) any representation or warranty of Allakos set forth in Section 4.02(a), (c), (d) and (e) (Capital Structure) of the Merger Agreement shall not be true and correct other than in de minimis respects at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) and (4) any representation or warranty of Allakos set forth in Section 4.08(a) (No Material Adverse Effect) of the Merger Agreement shall not be true and correct in all respects as of such time; |
(iii) | Allakos shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including without limitation Allakos’s obligations under Section 6.02 of the Merger Agreement; |
(iv) | Parent shall have failed to receive from Allakos a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Allakos, certifying to the effect that the Offer Conditions set forth in clauses (ii) and (iii) have been satisfied as of immediately prior to the expiration of the Offer; |
(v) | the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or |
(vi) | the Closing Net Cash (as defined in the Merger Agreement) as finally determined pursuant to Section 2.01(d) of the Merger Agreement is less than $35,500,000 (the “Minimum Cash Condition”). |
• | Yes. Allakos, Parent and Purchaser have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following consummation of the Offer, the Merger. See “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” Additionally, the obligations of Parent and Purchaser under the Merger Agreement have been guaranteed by the Guarantor pursuant to the Limited Guaranty, subject to the terms and conditions set forth therein. |
• | Yes. Purchaser expects to pay cash consideration for all Shares accepted for payment in the Offer with some or all of Allakos’s Closing Net Cash as finally determined pursuant to the Merger Agreement. In connection with the execution of the Merger Agreement, the Guarantor agreed to guarantee certain of Parent’s and Purchaser’s obligations under the Merger Agreement, subject to the terms and conditions set forth in the Limited Guaranty. The Guarantor’s obligations under the Limited Guaranty are subject to a cap of $30,600,000, which includes certain enforcement costs under the Merger Agreement. See “Special Factors—Section 2. Purpose of the Offer and Plans for Allakos,” “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 8. Source and Amount of Funds.” |
• | No, we do not believe it is relevant for the reasons set forth herein. The funds to pay for all Shares accepted for payment in the Offer may be funded entirely by Allakos’s Closing Net Cash as finally determined pursuant to the Merger Agreement. In addition, in connection with the execution of the Merger Agreement, subject to the terms and conditions set forth in the Limited Guaranty. The Guarantor’s obligations under the Limited Guaranty are subject to a cap of $30,600,000, which includes certain enforcement costs under the Merger Agreement. |
• | Purchaser has been organized solely in connection with the Merger Agreement and this Offer and has not carried on any activities other than in connection with the Merger Agreement and this Offer. Purchaser’s financial condition is not relevant to your decision to tender in the Offer because: (i) the form of payment consists solely of cash (which may be supported entirely by Allakos’s Closing Net Cash as finally determined in accordance with the Merger Agreement and the Limited Guaranty); (ii) the Offer is not subject to any financing conditions; (iii) the Offer is for all outstanding Shares of Allakos; and (iv) the Purchaser does not have any relevant historical information. See “The Tender Offer—Section 8. Source and Amount of Funds.” |
• | You will have until one minute after 11:59 p.m. Eastern Time on May 14, 2025, to tender your Shares in the Offer, unless Purchaser extends the Offer, in which event you will have until the Expiration Date of the Offer as so extended. See also “The Tender Offer—Section 1. Terms of the Offer.” |
• | Yes, the Offer can be extended. We have agreed in the Merger Agreement, subject to our rights to terminate the Merger Agreement in accordance with its terms, if on any then-scheduled expiration of the Offer the Minimum Tender Condition has not been satisfied or any Offer Condition (as defined in the Merger Agreement) has not been satisfied or waived by Purchaser (set forth in “The Tender Offer—Section 9. Conditions of the Offer”), Purchaser may, in its discretion, or at the request of Allakos, Purchaser shall, extend the Offer: (i) for periods of up to 10 business days per extension to permit such Offer Condition to be satisfied; or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the rules of The Nasdaq Global Select Market (“Nasdaq”) applicable to the Offer; provided, that, in no event shall Parent or Purchaser be permitted or required to extend the Offer beyond July 1, 2025 (the “Outside Date”). |
• | If Purchaser further extends the Offer, we will inform Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for this Offer (the “Depositary and Paying Agent”), of that fact and will file with the SEC and disseminate to the holders of Shares, as and to the extent required by law, a supplement or amendment to this Offer to Purchase giving the new Expiration Date no later than 9:00 a.m. Eastern Time on the next business day after the day on which the Offer was previously scheduled to expire. See “The Tender Offer—Section 1. Terms of the Offer.” |
• | If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary and Paying Agent not later than the expiration of the Offer. See “The Tender Offer—Section 3. Procedures for Tendering Shares.” The Letter of Transmittal is enclosed with this Offer to Purchase. |
• | If you hold your Shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details. |
• | In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary and Paying Agent of certificates for such Shares (or an Agent’s Message in lieu of the Letter of Transmittal in the case of a book-entry transfer of such Shares as described in “The Tender Offer—Section 3. Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for such Shares. See also “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.” |
• | You may withdraw previously tendered Shares any time prior to one minute after 11:59 p.m. Eastern Time on May 14, 2025, unless Purchaser extends the Offer. See “The Tender Offer—Section 4. Withdrawal Rights.” |
• | In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after June 14, 2025, which is the 60th day after the date of the commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser pursuant to the Offer. |
• | To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary and Paying Agent while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See “The Tender Offer—Section 4. Withdrawal Rights.” |
• | After careful consideration, a transaction committee (the “Transaction Committee”) of the Allakos board of directors (the “Allakos Board”), and the Allakos Board (acting on the recommendation of the Transaction Committee), duly and unanimously recommended that you accept the Offer. Allakos’s full statement on the Offer is set forth in its Solicitation/Recommendation Statement on Schedule 14D-9, which it has filed with the SEC on April 15, 2025. See also the “Introduction” below. |
• | If we accept Shares for payment pursuant to the Offer, then the Minimum Tender Condition will have been satisfied and we will hold a sufficient number of Shares to effect the Merger without a vote by Allakos stockholders under the General Corporation Law of the State of Delaware (the “DGCL”). If |
• | Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. As required by Section 251(h) of the DGCL, the Merger Agreement provides that the Merger shall be effected as soon as practicable following the time Purchaser first irrevocably accepts for purchase the Shares tendered in the Offer (the “Offer Closing Time”). See “Special Factors—Section 2. Purpose of the Offer and Plans for Allakos” and “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | No. Immediately following the Offer Closing Time and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, we expect to complete the Merger pursuant to applicable provisions of the DGCL, after which the Surviving Corporation will be a wholly owned subsidiary of Parent, and the Shares will be delisted from Nasdaq, and Allakos’s obligations to file periodic reports under the Exchange Act will be suspended, and Allakos will be privately held. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the Offer Price as if you had tendered your Shares in the Offer, unless an appraisal demand is made with respect to your Shares. |
• | If you decide not to tender your Shares in the Offer and the Merger does not occur, you will remain a stockholder of Allakos. Subject to limited conditions, if we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | Following the Offer Closing Time, the Shares may no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | On April 14, 2025, the last full trading day prior to the date of this Offer to Purchase, the last reported closing price per Share reported on Nasdaq was $0.32. See “Special Factors—Section 4. Price Range of Shares; Dividends.” |
• | If the conditions to the Offer as set forth in the Introduction and “The Tender Offer—Section 9. Conditions of the Offer” are satisfied or waived and Purchaser consummates the Offer and accepts your Shares for payment, we will pay you a dollar amount in cash equal to the number of Shares you tendered multiplied by the Offer Price, without interest and subject to any applicable tax withholding, promptly following the time at which Purchaser accepts for payment Shares tendered in the Offer (and in any event within three business days). See “The Tender Offer—Section 1. Terms of the Offer” and “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.” |
• | As of immediately prior to the Effective Time, the vesting for each Company Stock Option and, as of immediately prior to the Offer Closing Time, the vesting for each Company Restricted Stock Unit, shall be accelerated and: (i) (A) each Company Stock Option that has an exercise price per share that is less than the Offer Price (each, an “In-the-Money Option”) that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive in consideration of the cancellation of such In-the-Money Option an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Offer Price over the exercise price per share of Shares underlying such In-the-Money Option by (2) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time, and (B) each Company Stock Option that has an exercise price per share that is equal to or greater than the Offer Price that is then outstanding will be cancelled for no consideration; and (ii) each Company Restricted Stock Unit that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled Company Restricted Stock Unit will be entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit an amount in cash without interest, less any applicable tax withholding, equal to the Offer Price. |
• | The receipt of cash in exchange for Shares pursuant to the Offer or the Merger will generally be treated for U.S. federal income tax purposes either as consideration received in a sale or exchange of the Shares that you exchange in the Offer or the Merger or as a distribution in respect of your Shares. We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer and the Merger (including the application and effect of any state, local or non-U.S. income and other tax laws). See “Special Factors—Section 7. Material U.S. Federal Income Tax Consequences of the Offer and the Merger” for a more detailed discussion of material U.S. federal income tax consequences of the Offer and the Merger. |
• | No appraisal rights are available to the holders of record and beneficial owners of Shares in connection with the Offer, and stockholders who tender their Shares in the Offer will not have appraisal rights in connection with the Merger. However, if Purchaser purchases Shares in the Offer and the Merger is consummated, holders of record and beneficial owners of Shares outstanding as of immediately prior to the Effective Time who: (i) did not tender their Shares in the Offer (or, if tendered, validly and subsequently withdrew such Shares prior to the time Parent accepts properly tendered Shares for purchase); (ii) otherwise comply with the applicable procedures under Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and may be entitled to receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL plus interest, if any, on the amount determined to be the fair value. |
• | The “fair value” of the Shares as determined by the Delaware Court of Chancery could be based upon considerations other than, or in addition to, the price paid in the Offer and the Merger and the market |
• | Any person who desires to exercise appraisal rights in connection with the Merger should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. |
• | The foregoing summary of appraisal rights under the DGCL does not purport to be a statement of the procedures to be followed by persons desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law, which are contained in Section 262 of the DGCL and will be further summarized in a notice of the availability of appraisal rights to be sent by Allakos. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For more information regarding appraisal rights, see “The Tender Offer—Section 11. Certain Legal Matters; Regulatory Approvals.” |
• | If you tender your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the conditions of the Offer, you will receive the Offer Price for your Shares. |
• | You can call Alliance Advisors, LLC, the Information Agent, toll-free at 1-844-202-5733 or email them at allk@allianceadvisors.com. See the back cover of this Offer to Purchase. |
(i) | prior to the Expiration Date, the Minimum Tender Condition shall have not been satisfied; or |
(ii) | any of the conditions set forth in “The Tender Offer—Section 9. Conditions of the Offer” shall exist or shall have occurred and be continuing at the Expiration Date of the Offer. |
BACKGROUND OF THE OFFER; CONTACTS WITH ALLAKOS. |
PURPOSE OF THE OFFER AND PLANS FOR ALLAKOS. |
REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. |
PRICE RANGE OF SHARES; DIVIDENDS. |
Current Year | High | Low | ||||
First Quarter | $1.30 | $0.22 | ||||
Second Quarter (through April 1, 2025) | 0.23 | 0.22 | ||||
Year Ended December 31, 2024 | High | Low | ||||
First Quarter | $3.36 | $1.00 | ||||
Second Quarter | 1.51 | 0.93 | ||||
Third Quarter | 1.03 | 0.54 | ||||
Fourth Quarter | 1.56 | 0.61 | ||||
Year Ended December 31, 2023 | High | Low | ||||
First Quarter | $8.73 | $4.14 | ||||
Second Quarter | 5.30 | 3.54 | ||||
Third Quarter | 5.64 | 2.02 | ||||
Fourth Quarter | 3.41 | 1.48 | ||||
POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ LISTING; EXCHANGE ACT REGISTRATION AND MARGIN REGULATIONS. |
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER. |
1. |
(A) | reduce the number of Shares subject to the Offer; |
(B) | reduce the Offer Price; |
(C) | waive, amend or modify the Termination Condition or the Minimum Tender Condition; |
(D) | add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of the Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer of the Merger; |
(E) | terminate, extend or otherwise modify the Expiration Date of the Offer other than as provided in the Merger Agreement; |
(F) | change the form or terms of consideration payable in the Offer; |
(G) | otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares; or |
(H) | provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act. |
2. |
3. |
4. |
5. |
6. |
7. |
(A) | reduce the number of Shares subject to the Offer; |
(B) | reduce the Offer Price; |
(C) | waive, amend or modify the Termination Condition or the Minimum Tender Condition; |
(D) | add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of the Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer of the Merger; |
(E) | terminate, extend or otherwise amend or modify the Expiration Date of the Offer other than as provided in the Merger Agreement; |
(F) | change the form or terms of consideration payable in the Offer; |
(G) | otherwise amend, modify or supplement any terms of the Offer in a manner adverse to the holders of Shares; or |
(H) | provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act. |
(i) | there must not be any judgment issued, or other legal restraint or prohibition imposed, in each case, by any governmental entity of competent jurisdiction, or law, in each case, (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Merger; and |
(ii) | Purchaser must have accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer. |
(i) | by mutual written consent of Parent, Purchaser and Allakos (in the case of Allakos, upon approval of the Transaction Committee); |
(ii) | by either Parent or Allakos (in the case of Allakos, upon approval of the Transaction Committee) if: |
a. | (A) the Offer Closing Time shall not have occurred on or before 11:59 p.m. Eastern Time on July 1, 2025 (the “Outside Date”) or (B) the Offer shall have expired or been terminated in accordance with its terms and in accordance with the Merger Agreement without Purchaser having purchased any Shares; provided that this right to terminate the Merger Agreement shall not be available to a party if such occurrence is primarily due to a material breach of the Merger Agreement by such party; or |
b. | any Legal Restraint permanently preventing or prohibiting the consummation of the Offer or the Merger shall be in effect and become final and non-appealable; provided, that this right to terminate the Merger Agreement shall not be available to a party if such Legal Restraint is primarily due to such party’s failure to comply in all material respects with its reasonable best efforts obligations under Section 7.02 of the Merger Agreement, as described above; |
(iii) | by Parent, if Allakos breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform individually or in the aggregate with all such other breaches or failures to perform (A) would result in the failure of an Offer Condition and (B) cannot be or has not been cured prior to the earlier of (x) 30 days after giving written notice to Allakos of such breach or failure to perform and (y) the Outside Date; provided that Parent and Purchaser are not then in material breach of the Merger Agreement (a “Allakos Breach Termination”); |
(iv) | by Parent if an Adverse Recommendation Change has occurred; |
(v) | by Parent if the Closing Net Cash as finally determined pursuant to the Merger Agreement is less than $35,500,000 (a “Minimum Cash Termination”); |
(vi) | by Allakos (upon approval of the Transaction Committee), if (A) Purchaser fails to commence the Offer, except in the event of a violation by Allakos of its obligations under the Merger Agreement, (B) Purchaser shall have terminated the Offer prior to its expiration date (as may be extended) other than in accordance with the Merger Agreement, or (C) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the time Purchaser consummates the Offer, but subject to such conditions being able to be satisfied or waived) as of immediately prior to the expiration of the Offer and the Offer Closing Time shall not have occurred within five (5) business days following the expiration of the Offer; |
(vii) | by Allakos (upon approval of the Transaction Committee), if Parent or Purchaser breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (A) had or would reasonably be expected to, individually or in the aggregate with all such other breaches or failures to perform, result in a Parent Material Adverse Effect (as defined in the Merger Agreement) and (B) cannot be or has not been cured prior to the earlier of (x) thirty (30) days after the giving of written notice to Parent or Purchaser of such breach or failure to perform and (y) the Outside Date; provided that Allakos is not then in material breach of the Merger Agreement; or |
(viii) | by Allakos (upon approval of the Transaction Committee), if (A) the Allakos Board (acting upon the recommendation of the Transaction Committee) or the Transaction Committee authorizes Allakos to enter into a definitive written agreement constituting a Superior Company Proposal (as defined below), (B) the Allakos Board and the Transaction Committee have complied in all material respects with their obligations under the Merger Agreement in respect of such Superior Company Proposal and (C) Allakos has paid, or simultaneously with the termination of the Merger Agreement pays, the Company Termination Fee (as defined below). |
(i) | Allakos terminates the Merger Agreement in connection with a Superior Company Proposal (as defined above) as described in clause (viii) of “Termination” above; |
(ii) | Parent terminates the Merger Agreement in the event an Adverse Recommendation Change occurs; or |
(iii) | (A) after April 1, 2025, a bona fide Company Takeover Proposal is publicly proposed or announced or becomes publicly known or otherwise communicated to management of Allakos or the Allakos Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced or communicated to the Allakos Board or management, has been withdrawn (x) in the case of a termination due to a material breach of the Merger Agreement, four (4) business days prior to the final expiration date of the Offer or (y) in the case of a Allakos Breach Termination, prior to the time of such breach, (B) the Merger Agreement is terminated due to the Offer Closing Time not having occurred on or before the Outside Date or a Allakos Breach Termination, and (C) within twelve (12) months after such termination, Allakos consummates, or enters into a definitive agreement with respect to, any Company Takeover Proposal. |
• | (i) enter into any new line of business or enter into any agreement, arrangement or commitment that is in excess of $20,000 or materially limits or otherwise restricts the Allakos or its affiliates, including, following the Merger Closing, Parent and its affiliates, from time to time engaging or competing in any line of business or in any geographic area or (ii) otherwise enter into any agreements, arrangements or commitments in excess of $20,000 or imposing material restrictions on its assets, operations or business; |
• | (i) declare, set aside, establish a record date in respect of, accrue or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase, redeem, offer to redeem or otherwise acquire, directly or indirectly any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock, except for (A) acquisitions of Allakos Shares in connection with the surrender of Allakos Shares by holders of Company Stock Options and Company Restricted Stock Units outstanding on the Agreement Date, in the case of Company Stock Options, in order to pay the exercise price of Company Stock Options, (B) the withholding of Allakos Shares to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plans outstanding on the Agreement Date, and (C) the acquisition by Allakos of Company Stock Options and Company Restricted Stock Units in connection with the forfeiture of such awards, in each case, in accordance with their terms; |
• | issue, grant, deliver, sell, authorize, pledge or otherwise encumber any shares of its capital stock or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire such shares, any Voting Company Debt or any other rights that give any person the right to receive any economic interest of any nature accruing to the holders of Allakos Shares, other than the Company Restricted Stock Units and issuances of Allakos Shares upon the exercise of Company Stock Options in accordance with their terms; |
• | amend its certificate of incorporation, bylaws or other comparable organizational documents, other than immaterial or ministerial amendments; |
• | form any subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other person; |
• | other than as required pursuant to the terms of any Allakos benefit plan or benefit agreement in effect on the date of the Merger Agreement, (A) adopt or enter into any collective bargaining agreement, Allakos benefit plan or benefit agreement, (B) grant to any director, employee or individual service provider any increase in base compensation, (C) grant to any director, employee or individual service provider any increase in severance or termination pay, (D) pay or award, or commit to pay or award, any bonuses or incentive or equity compensation, (E) enter into any employment, retention, consulting, |
• | change its accounting methods, principles or practices, except as may be required by GAAP or by applicable law; |
• | sell, lease, license, or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any lien (other than a Permitted Lien (as defined in the Merger Agreement)), any properties or assets (including intellectual property) except (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business, (ii) pursuant to Contracts to which Allakos is a party made available to Parent and in effect prior to the Agreement Date or (iii) in accordance with the Wind-Down Process; |
• | sell, assign, lease, license, transfer, pledge, encumber or otherwise dispose of, permit to lapse or abandon, or, in the case of Trade Secrets, disclose to any third party, (i) any Trade Secret included in any Intellectual Property owned by Allakos or (ii) other than in accordance with the Wind-Down Process, any Intellectual Property owned by Allakos; |
• | (i) incur or materially modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Allakos, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or (ii) make any loans, advances or capital contributions to, or investments in, any other person; |
• | make or agree to make any capital expenditures; |
• | pay, discharge, settle, compromise or satisfy (A) any pending or threatened claims, liabilities or obligations relating to any proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $20,000 per payment, discharge, settlement, compromise or satisfaction or $20,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions, provided such amounts are taken into account in the calculation of Closing Net Cash or (B) any litigation, arbitration, proceeding or dispute that relates to the Transactions; |
• | make, change or revoke any tax election, change any annual tax accounting period or adopt or change any method of tax accounting, file any amended tax return, fail to timely file any tax return required to be filed (taking into account extensions obtained in the ordinary course of business) or pay any tax that is due or payable, enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law), settle or compromise any tax liability or refund, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for taxes; |
• | amend, cancel or terminate any material insurance policy naming Allakos as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; |
• | adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); |
• | Except in the ordinary course of business or in connection to the extent specifically permitted by any other subclause of this “Conduct of Business Pending the Merger” section, enter into, terminate or modify in any material respect, or expressly release any material rights under, any Material Contract (as defined in the Merger Agreement) or any contract that, if existing on the date of the Merger Agreement, would have been a Material Contract; or |
• | renew or enter into any agreement containing a non-compete, exclusivity, non-solicitation or similar clause that would restrict or limit, in any material respect, the operations of Allakos or any of its Subsidiaries; or |
• | authorize, commit or agree to take any of the foregoing actions. |
• | corporate matters, such as due organization, organizational documents, good standing, qualification, |
• | capitalization; |
• | subsidiaries; |
• | power and authority and enforceability; |
• | absence of conflicts and required consents and approvals; |
• | SEC filings, financial statements and absence of undisclosed liabilities; |
• | accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents; |
• | absence of certain changes (including a Company Material Adverse Effect (as defined below)) since September 30, 2023; |
• | taxes; |
• | material contracts; |
• | litigation; |
• | real property; |
• | compliance with laws; |
• | regulatory matters; |
• | environmental matters; |
• | labor matters; |
• | employee benefit plans; |
• | intellectual property; |
• | privacy and data security; |
• | brokers’ fees and expenses |
• | absence of a stockholder rights plan and Takeover Laws; |
• | fairness opinion of financial advisor; and |
• | absence of any requirement for stockholder votes or consents in accordance with Section 251(h) of the DGCL. |
(i) | general conditions (or changes therein) in the industries in which Allakos operates; |
(ii) | general economic or regulatory, legislative or political conditions (or changes therein), including any actual or potential stoppage, shutdown, default or similar event or occurrence affecting a national or federal government, or securities, credit, banking, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets or equity price levels or trading volumes), in each case, in the U.S., the European Union or elsewhere in the world; |
(iii) | any change in applicable law or GAAP after the date of the Merger Agreement; |
(iv) | geopolitical conditions, the outbreak or escalation of hostilities, any acts or threats of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any of the foregoing; |
(v) | any epidemic, pandemic, disease outbreak or other public health-related event (or escalation or worsening of any such events or occurrences, including, in each case, the response of Governmental Officials (or any actions or omissions which are taken in compliance with applicable Law or any directive, guideline or recommendation of any Governmental Officials, in each case in connection with any of the foregoing)), hurricane, tornado, flood, fire, volcano, earthquake or other natural or man-made disaster or any other national or international calamity, crisis or disaster; |
(vi) | the failure, in and of itself, of Allakos to meet any internal or external forward-looking projections, forecasts, estimates or predictions in respect of any financial or operating metrics before, on or after the date of the Merger Agreement, or changes in the market price or trading volume of the Shares or the credit rating of Allakos (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition); |
(vii) | the announcement, pendency or performance of any of the Transactions, including the identity of, or any facts or circumstances relating to, Parent, Purchaser or their respective affiliates, any stockholder litigation (direct or derivative) in respect of the Merger Agreement or any of the Transactions and any loss of or change in relationship, contractual or otherwise, with any governmental entity, supplier, vendor, service provider, collaboration partner, licensor, licensee or any other party having business dealings with Allakos, or departure of any employees or officers, of Allakos; |
(viii) | Allakos’s compliance with the covenants contained in the Merger Agreement; or |
(ix) | any action taken by Allakos at Parent’s express written request or with Parent’s express written consent. |
• | corporate matters, such as due organization and good standing; |
• | power and authority and enforceability; |
• | absence of conflicts and required consents and approvals; |
• | accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents; |
• | broker’s fees and expenses; |
• | litigation; |
• | ownership of certain Allakos common stock; and |
• | the Limited Guaranty; |
• | sufficiency of funds; |
• | ownership of competing businesses; and |
• | foreign person status. |
8. |
9. |
(a) | prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one Share more than 50% of the number of Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or |
(b) | any of the following conditions exist or shall have occurred and be continuing at the Expiration Date: |
(i) | there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; |
(A) | (1) any representation or warranty of Allakos set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02 (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.08(a) (No Material Adverse Effect), Section 4.20 (Brokers and Other |
(B) | Allakos shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including without limitation Allakos’s obligations under Section 6.02 of the Merger Agreement; |
(C) | Parent shall have failed to receive from Allakos a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Allakos, certifying to the effect that the Offer Conditions set forth in clauses (A) and (B) have been satisfied as of immediately prior to the expiration of the Offer; |
(iii) | the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or |
(iv) | the Closing Net Cash as finally determined pursuant to Section 2.01(d) of the Merger Agreement is less than $35,500,000 (the “Minimum Cash Condition”). |
10. |
11. |
• | within the later of the consummation of the Offer (which will occur at the date and time of the acceptance for payment of Shares pursuant to and subject to the conditions of the Offer) and 20 days after the mailing of the Schedule 14D-9, deliver to Allakos at the address indicated in the Schedule 14D-9 a written demand for appraisal of their Shares, which demand must reasonably inform Allakos of the identity of the person making the demand and that the person is demanding appraisal and, in the case of a demand made by a beneficial owner of Shares, must also reasonably identify the holder of record of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL; |
• | not tender his, her or its Shares pursuant to the Offer (or, if tendered, validly and subsequently withdraw such Shares prior to the time Parent accepts properly tendered Shares for purchase); and |
• | continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time. |
12. |
13. |
Concentra Merger Sub III, Inc. | |||
Concentra Biosciences, LLC | |||
Tang Capital Partners, LP | |||
April 15, 2025 | |||
1. | Concentra Merger Sub III, Inc. |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information | ||
Kevin Tang, Chairman and Chief Executive Officer Citizenship: United States | Mr. Tang is the Chief Executive Officer of Concentra Biosciences, LLC and Chief Executive Officer and Chairman of Concentra Merger Sub III, Inc. He is also the President of Tang Capital Management, LLC, a life sciences-focused investment company he founded in 2002. Since 2024, Mr. Tang has served as Chair of the Board of Aurinia Pharmaceuticals Inc. From 2014 through its acquisition by Innoviva, Inc. in 2022, He was Chairman of La Jolla Pharmaceutical Company. In 2013, Mr. Tang founded Odonate Therapeutics, Inc. and served as its Chairman and Chief Executive Officer through 2022. He co-founded Heron Therapeutics, Inc. in 2009 and served as Director from 2009 to 2012 and Chairman from 2012 to 2020. From 2009 through its acquisition by Endo Pharmaceuticals, Inc. in 2010, Mr. Tang was a director of Penwest Pharmaceuticals Co. In 2006, he co-founded Ardea Biosciences, Inc. and served as a director through its acquisition by AstraZeneca PLC in 2012. From 2001 to 2008, Mr. Tang served as a director of Trimeris, Inc. From 1993 to 2001, he was a research analyst at Deutsche Banc Alex Brown, Inc., an investment banking firm, and most recently was a Managing Director and head of the firm’s Life Sciences research group. Mr. Tang received a B.S. degree from Duke University. | ||
Michael Hearne, Chief Financial Officer Citizenship: United States | Mr. Hearne is the Chief Financial Officer of Concentra Biosciences, LLC and Chief Financial Officer of Concentra Merger Sub III, Inc. Since 2015, he has served as Chief Financial Officer of Tang Capital Management, LLC, a life sciences-focused investment company. From 2020 to 2022, Mr. Hearne served as Chief Financial Officer of La Jolla Pharmaceutical Company. From 2015 to 2022, he held various positions at Odonate Therapeutics, Inc., most recently serving as Chief Financial Officer. From 2014 to 2015, Mr. Hearne served as a partner at Weaver & Tidwell, LLP. He started his career in public accounting at Coopers & Lybrand. Mr. Hearne received a B.S. degree in accounting and a masters of accountancy, taxation from Brigham Young University and is a Certified Public Accountant (inactive) in the state of California. | ||
Ryan Cole, Chief Operating Officer Citizenship: United States | Mr. Cole is the Chief Operating Officer of Concentra Biosciences, LLC and Chief Operating Officer of Concentra Merger Sub III, Inc. Since 2014, he has served in various positions at Tang Capital Management, LLC, a life sciences-focused investment company, most recently serving as Chief Operating Officer since 2022. From 2012 to 2014, Mr. Cole served as a Senior Financial Analyst of Mergers and Acquisitions at Thermo Fisher Scientific Inc. He started his career in public accounting at Ernst & Young, LLP. Mr. Cole received a B.A. degree in accounting and finance from Santa Clara University and is a Certified Public Accountant (inactive) in the state of California. | ||
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information | ||
Stew Kroll, Chief Development Officer Citizenship: United States | Mr. Kroll is the Chief Development Officer of Concentra Biosciences, LLC and Chief Development Officer of Concentra Merger Sub II, Inc. Since 2016, he has served in various positions at Tang Capital Management, LLC, a life sciences-focused investment company, most recently serving as Managing Director since 2021. From 2017 through its acquisition by Innoviva, Inc. in 2022, Mr. Kroll served as Chief Development Officer of La Jolla Pharmaceutical Company. From 2016 to 2021, he held various positions at Odonate Therapeutics, Inc., most recently serving as Chief Development Officer. From 2005 to 2016, Mr. Kroll held various positions at Threshold Pharmaceuticals, Inc., most recently serving as Chief Operating Officer. From 2000 to 2005, he served as Senior Director of Biostatistics at Corixa Corporation. From 1997 to 2000, Mr. Kroll held various positions at Coulter Pharmaceutical, Inc., most recently serving as Director of Biostatistics. He received an M.A. degree and B.A. degree in statistics from the University of California, Berkeley. | ||
Thomas Wei, Chief Business Officer Citizenship: United States | Mr. Wei is the Chief Business Officer of Concentra Biosciences, LLC and Chief Business Officer of Concentra Merger Sub III, Inc. Since 2015, he has served as Managing Director of Tang Capital Management, LLC, a life sciences-focused investment company. From 2015 to 2021, Mr. Wei held various positions at Odonate Therapeutics, Inc., most recently serving as Chief Scientific Officer. From 2009 to 2015, he served as a Managing Director and biotechnology equity research analyst at Jefferies LLC. From 2003 to 2009, Mr. Wei was a biotechnology equity research analyst at Piper Jaffray, most recently serving as Managing Director. From 1998 to 2003, he was a biotechnology equity research analyst at Deutsche Bank AG and Adams, Harkness & Hill Inc. Mr. Wei received an A.B. degree in biochemical sciences from Harvard University and an M.B.A. degree from Oxford University. | ||
2. | Concentra Biosciences, LLC |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Kevin Tang, Chief Executive Officer Citizenship: United States | Refer above. | ||
Michael Hearne, Chief Financial Officer Citizenship: United States | Refer above. | ||
Ryan Cole, Chief Operating Officer Citizenship: United States | Refer above. | ||
Stew Kroll, Chief Development Officer Citizenship: United States | Refer above. | ||
Thomas Wei, Chief Business Officer Citizenship: United States | Refer above. | ||
3. | Tang Capital Management, LLC |
Name, Position Country of Citizenship | Present Principal Occupation or Employment Material Positions Held During the Past Five Years; | ||
Kevin Tang, President Citizenship: United States | Refer above. | ||
Michael Hearne, Chief Financial Officer Citizenship: United States | Refer above. | ||
Ryan Cole, Chief Operating Officer Citizenship: United States | Refer above. | ||
4. | Tang Capital Partners, LP |
If delivering by mail: | If delivering by express mail, courier, or other expedited service: | ||
Broadridge Corporate Issuer Solutions, LLC Attention: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 | Broadridge Corporate Issuer Solutions, LLC Attention: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 | ||