UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE TO

 

Tender Offer Statement under Section 14(d)(1)

or 13(e)(1) of the Securities Exchange Act of 1934

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Zynerba Pharmaceuticals, Inc.

(Name of Subject Company (Issuer))

 

Xylophone Acquisition Corp.

a wholly owned subsidiary of

Harmony Biosciences Holdings, Inc.

(Names of Filing Persons (Offerors))

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

98986X109

(CUSIP Number of Class of Securities)

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Christian Ulrich

General Counsel and Corporate Secretary

630 W. Germantown Pike, Suite 215

Plymouth Meeting, PA 19462

484-539-9800

With copies to:

William Intner

Hogan Lovells US LLP

100 International Drive

Baltimore, MD 21202

(410) 659-2700

 

and to:

Peter Cohen-Millstein

Hogan Lovells US LLP

390 Madison Avenue

New York, NY 10017

(212) 918-3000

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the “Schedule TO”) relates to the offer by Xylophone Acquisition Corp. (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Harmony Biosciences Holdings, Inc. (“Parent” or “Harmony”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Zynerba Pharmaceuticals, Inc. (the “Company” or “Zynerba”), for (i) $1.1059 per Share in cash without interest and subject to deduction for any required withholding under applicable tax law, plus (ii) one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments in cash, without interest and subject to deduction for any required withholding under applicable tax law, upon the achievement of certain specified milestones upon the terms and subject to the conditions set forth in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Harmony and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

 

All information contained in the Offer to Purchase (including Schedule I thereto) and the related Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.

 

 

The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.

 

(a) – (c) The information set forth in the first page immediately following the cover page, in the section titled “Summary Term Sheet,” and in the sections titled Section 6—“Price Range of Shares; Dividends on the Shares” and Section 7—“Certain Information Concerning Zynerba” of the Offer to Purchase is incorporated herein by reference.

 

(a) – (c) The information set forth in the section of the Offer to Purchase titled Section 8—“Certain Information Concerning Harmony and Purchaser” is incorporated herein by reference.

 

(a) The information set forth in the Offer to Purchase is incorporated herein by reference.

 

(a), (b) The information set forth in the section of the Offer to Purchase titled Section 8—“Certain Information Concerning Harmony and Purchaser” and Section 10—“Background of the Offer; Past Contacts or Negotiations with Zynerba”  incorporated herein by reference.

 

(a), (c) The information set forth in the sections of the Offer to Purchase titled Section 11—“The Merger Agreement; Other Agreements”, Section 12—“Purpose of the Offer; Plans for Zynerba” and Section 13—“Certain Effects of the Offer” are incorporated herein by reference.

 

(a), (b), (d) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 9—“Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

 

(a), (b) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 8—“Certain Information Concerning Harmony and Purchaser” of the Offer to Purchase is incorporated herein by reference.

 

(a) The information set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” Section 10—“Background of the Offer; Past Contacts or Negotiations with Zynerba” and Section 18—“Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

 

Not applicable.

 

(a) The information set forth in Section 11—“The Merger Agreement; Other Agreements,” Section 13—“Certain Effects of the Offer” and Section 16—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.

 

(c) The information set forth in the Offer to Purchase is incorporated herein by reference.

 

Not applicable.

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.