This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer (the “Offer”) 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 purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (“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 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 1, 2025 (together with any amendments or supplements thereto, the “Merger Agreement”), among Allakos, Parent and Purchaser, a copy of which is filed as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO.
ITEM 1.
| SUMMARY TERM SHEET. |
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2.
| SUBJECT COMPANY INFORMATION. |
(a) The subject company and the issuer of the securities subject to the Offer is Allakos Inc. Its principal executive office is located at 149 Commonwealth Drive, Suite 1090, Menlo Park, California 94025, and its telephone number is (650) 597-5002.
(b) This Schedule TO relates to the Shares. According to Allakos, as of the close of business on April 1, 2025, there were: (i) 90,376,972 Shares issued and outstanding; (ii) 11,155,052 Shares subject to outstanding Company Stock Options, none of which were In-the-Money Options; and (iii) 2,388,230 Shares subject to outstanding Company Restricted Stock Units.
(c) The information concerning the principal market on which the Shares are traded, and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in “Special Factors—Section 4. Price Range of Shares; Dividends” of the Offer to Purchase, are incorporated herein by reference.
ITEM 3.
| IDENTITY AND BACKGROUND OF FILING PERSON. |
(a)–(c) The filing companies of this Schedule TO, Parent, Purchaser, TCP (as defined below) and TCM (as defined below). Each of Purchaser’s, Parent’s, TCP’s and TCM’s principal executive office is located at 4747 Executive Drive, Suite 210, San Diego, California 92121. Each of Purchaser’s and Parent’s telephone number is (858) 281-5372. Each of TCP’s and TCM’s telephone number is (858) 200-3830.
Purchaser was incorporated under the laws of the State of Delaware on March 25, 2025 for the purpose of consummating the Offer and effecting the Merger pursuant to the Merger Agreement. Kevin Tang is the sole director of Purchaser and the executive officers of Purchaser are: (i) Mr. Tang, Chief Executive Officer; (ii) Michael Hearne, Chief Financial Officer; (iii) Ryan Cole, Chief Operating Officer; (iv) Stew Kroll, Chief Development Officer; and (v) Thomas Wei, Chief Business Officer. Each executive officer of Purchaser is a United States citizen and has a business address located at 4747 Executive Drive, Suite 210, San Diego, California 92121.
Parent was formed under the laws of the State of Delaware on March 8, 2023 and its principal business is currently to consummate the Offer and effect the Merger pursuant to the Merger Agreement. The executive officers of Parent are: (i) Mr. Tang, Chief Executive Officer; (ii) Michael Hearne, Chief Financial Officer; (iii) Ryan Cole, Chief Operating Officer; (iv) Stew Kroll, Chief Development Officer; and (v) Thomas Wei, Chief Business Officer. Each executive officer of Parent is a United States citizen and has a business address located at 4747 Executive Drive, Suite 210, San Diego, California 92121.