M&A - Allakos Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000121465925005391

Filing Summary: On April 1, 2025, Allakos Inc. entered into an Agreement and Plan of Merger with Concentra Biosciences, LLC and Concentra Merger Sub III, Inc., which is a wholly owned subsidiary of Concentra. The agreement stipulates that Concentra will acquire all outstanding shares of Allakos' common stock via a cash tender offer, priced at $0.33 per share. The merger will occur with Merger Sub merging into Allakos, which will continue to exist post-merger. The successful closing of the offer is contingent on several conditions, including the tender of more than 50% of Allakos' shares and the requirement that the Closing Net Cash shall be a minimum of $35.5 million. Additionally, a limited guaranty from Tang Capital Partners, LP has been provided to support the obligations related to the merger. As of the date, the Reporting Persons beneficially own 8,693,687 shares, accounting for 9.6% of Allakos' outstanding shares, and specific past transactions in the shares are outlined in Schedule A attached to the document.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525070926

Filing Summary: On April 1, 2025, Allakos Inc. entered into a Merger Agreement with Concentra Biosciences, LLC and Concentra Merger Sub III, Inc., whereby Concentra through a cash tender offer will acquire all outstanding shares of Allakos common stock for $0.33 per share. Following the offer, Merger Sub will merge with Allakos, which will survive as a wholly owned subsidiary of Concentra. The board unanimously approved the Merger, deeming it fair and in the best interest of shareholders. Conditions for the offer include obtaining at least 50% of shares tendered, absence of legal restraints, and maintaining a Closing Net Cash of at least $35.5 million. The offer is expected to commence within 10 business days of the Merger Agreement.

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Form Type: SC14D9C

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071439

Filing Summary: On April 2, 2025, Allakos Inc. filed a Schedule 14D-9C regarding the proposed acquisition of the company by Concentra Biosciences, LLC, through a merger agreement dated April 1, 2025. The communication outlines that Concentra will commence a tender offer for all outstanding shares of Allakos common stock as per the merger agreement. The offer is set to commence, with necessary filings to be made with the SEC, including a tender offer statement and a Solicitation/Recommendation Statement. The document provides additional information for investors and security holders about the importance of reading the tender offer materials once available. It also includes cautionary forward-looking statements about potential risks and uncertainties that may affect the completion of the transaction.

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