Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
ALLAKOS INC.
at
$0.33 per Share in Cash
Pursuant to the Offer to Purchase
Dated April 15, 2025
by
CONCENTRA MERGER SUB III, INC.
a wholly owned subsidiary of
CONCENTRA BIOSCIENCES, LLC
TANG CAPITAL PARTNERS, LP
TANG CAPITAL MANAGEMENT, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M.
EASTERN TIME ON MAY 14, 2025, UNLESS THE OFFER IS EXTENDED
OR EARLIER TERMINATED.
April 15, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Concentra Merger Sub III, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), to act as Depositary and Paying Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Allakos Inc., a Delaware corporation (“Allakos”), for $0.33 per Share in cash (the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. On March 30, 2025, a transaction committee (the “Transaction Committee”) of the Allakos board of directors (the “Allakos Board”) held a meeting at which the Transaction Committee unanimously: (i) determined that the terms of the Offer, the Merger (as defined in the Offer to Purchase) and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”) are fair to, and in the best interests of, Allakos and Allakos’s stockholders; and (ii) recommended that the Allakos Board (a) determine that the terms of the Offer, the Merger and the other Transactions are fair to, and in the best interests of, Allakos and Allakos’s stockholders, (b) duly authorize and approve the execution, delivery and performance by Allakos of the Merger Agreement and the consummation by Allakos of the Transactions, (c) declare the Merger Agreement and the Transactions advisable and (d) recommend that Allakos’s stockholders accept the Offer and tender their Shares pursuant to the Offer. After the Transaction Committee meeting on March 30, 2025, the Allakos Board held a meeting at which all of the members of the Allakos Board unanimously: (i) determined that the terms of the Offer, the Merger and the other Transactions are fair to, and in the best interests of, Allakos and Allakos’s stockholders; (ii) approved and declared advisable the Merger and the execution, delivery and performance by Allakos of the Merger Agreement and the consummation of the Transactions; (iii) resolved to recommend that Allakos’s stockholders accept the Offer and tender their Shares pursuant to the Offer; and (iv) resolved that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the General Corporation Law of the State of Delaware.