UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

PARDES BIOSCIENCES, INC.

(Name of Subject Company (Issuer))

MEDIPACIFIC SUB, INC.

(Name of Filing Persons (Offeror))

MEDIPACIFIC, INC.

(Name of Filing Persons (Parent of Offeror))

FS DEVELOPMENT HOLDINGS II, LLC

(Name of Filing Persons (Affiliate of Offeror))

FORESITE CAPITAL MANAGEMENT V, LLC

(Name of Filing Persons (Affiliate of Offeror))

FORESITE CAPITAL OPPORTUNITY FUND V, L.P.

(Name of Filing Persons (Affiliate of Offeror))

FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC

(Name of Filing Persons (Affiliate of Offeror))

FORESITE CAPITAL FUND V, L.P.

(Name of Filing Persons (Affiliate of Offeror))

JAMES TANANBAUM

(Name of Filing Persons (Affiliate of Offeror))

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

69945Q105

(CUSIP Number of Class of Securities)

Dennis Ryan

FS Development Corp. II

900 Larkspur Landing Circle, Suite 150

Larkspur, California 94939

(415) 877-4887

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Jeffrey D. Marell

Austin S. Pollet

Luke Jennings

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

 

 

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 Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO and Rule 13E-3 Transaction Statement originally filed under cover of Schedule TO on July 28, 2023, as amended by Amendment No. 1 thereto, filed on August 17, 2023, and Amendment No. 2 thereto, filed on August 28, 2023 (as amended, the “Schedule TO”), by MediPacific Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of MediPacific, Inc., a Delaware corporation (“Parent”). This Schedule TO relates to the offer (the “Offer”) by Purchaser to purchase all outstanding shares of common stock, $0.0001 par value per share (“Shares”), of Pardes Biosciences, Inc., a Delaware corporation (“Pardes”), for (i) $2.13 per Share (the “Cash Amount”) and (ii) one non-transferable contractual contingent value right per Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Amended and Restated Offer to Purchase, dated August 17, 2023 (the “Amended and Restated Offer to Purchase”) and the Supplement No. 1 (the “First Supplement”) thereto filed with the SEC on August 28, 2023 (such Amended and Restated Offer to Purchase, as supplemented by the First Supplement (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as exhibits (a)(1)(A), (a)(1)(H) and (a)(1)(B), respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 16, 2023 (together with any amendments or supplements thereto, the “Merger Agreement”), among Pardes, Parent and Purchaser, a copy of which is filed as Exhibit (d)(1) hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase.

 

This Amendment is being filed to disclose certain updates as reflected below.

 

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference in response to all of the items of the Schedule TO and is amended and supplemented by the information specifically provided herein.

 

The information set forth in Items 1 through 9, Item 11 and Item 13 of the Schedule TO are hereby amended and supplemented as follows:

 

Expiration of the Offer and Closing of the Merger

 

The Offer and related withdrawal rights expired at one minute after 11:59 p.m. Eastern Time on August 30, 2023 (the “Expiration Date”) and were not further extended. The Depositary and Paying Agent has advised Parent and Purchaser that, as of the Expiration Date, a total of 37,836,066 Shares were validly tendered in the Offer, and not validly withdrawn, representing approximately 60.9% of the Shares outstanding as of the Expiration Date and a majority of the Shares owned by the Unaffiliated Stockholders.

 

As of the Expiration Date, the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn satisfied the Minimum Tender Condition, and all other conditions to the Offer were satisfied or waived. Immediately after the Expiration Date, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn, and expects to promptly pay for such Shares.

 

As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns a number of Shares that is greater than the percentage of Shares that would be required to adopt the Merger Agreement by a vote of Pardes’ stockholders. Accordingly, pursuant to the Merger Agreement, Parent and Purchaser completed the acquisition of Pardes on August 31, 2023 by consummating the Merger pursuant to the Merger Agreement without a vote of Pardes’ stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, each outstanding Share (other than any Shares (i) held in the treasury of Pardes, (ii) owned, directly or indirectly, by Parent, Purchaser or any subsidiary of Parent, (iii) irrevocably accepted for purchase in the Offer or (iv) held by any stockholders who were entitled to and who properly exercised appraisal rights under Delaware law), was cancelled and converted into the right to receive the Offer Price from Purchaser.

 

Prior to the opening of trading on The Nasdaq Stock Market LLC (“Nasdaq”) on August 31, 2023, all Shares ceased trading, and following the consummation of the Merger, all Shares will be delisted from Nasdaq and deregistered under the Exchange Act.

 

On August 31, 2023, Pardes issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release issued by Pardes is filed as Exhibit (a)(1)(J) hereto and is incorporated by reference herein.

 

 

SIGNATURE

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.

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