Tender Offer - MARINUS PHARMACEUTICALS, INC.
Form Type: SC 14D9/A
Filing Date: 2025-02-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925010316
Filing Summary: This Amendment No. 2 updates the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on January 10, 2025, relating to the cash tender offer from Matador Subsidiary, Inc. (a wholly owned subsidiary of Immedica Pharma AB) to purchase all outstanding common stock of Marinus Pharmaceuticals, Inc., at a price of $0.55 per share. The offer and withdrawal rights expired on February 6, 2025. A total of 37,287,732 shares were validly tendered, representing approximately 67.5% of the outstanding shares, satisfying all conditions for the offer. Following acceptance for payment, Parent and Purchaser plan to acquire Marinus through a merger on February 11, 2025, without a shareholder vote—due to ownership exceeding required percentages under Delaware law, resulting in shares being canceled and converted into the offer price. Shares will be delisted from Nasdaq and registration under the Exchange Act will be terminated.
Document Link: View Document
Additional details:
Date Of Expiration: 2025-02-06
Tender Offer Price: $0.55
Shares Validly Tendered: 37,287,732
Percentage Of Shares Outstanding: 67.5%
Merger Agreement Date: 2025-02-11
Press Release Date: 2025-02-07
Form Type: SC 14D9/A
Filing Date: 2025-01-29
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925007243
Filing Summary: This amendment to the Solicitation/Recommendation Statement (Schedule 14D-9) provides updates regarding a cash tender offer by Matador Subsidiary, Inc., a wholly owned subsidiary of Immedica Pharma AB, for all outstanding shares of common stock of Marinus Pharmaceuticals, Inc. at a price of $0.55 per share. The amendment includes details about demand letters and lawsuits from stockholders alleging the company violated securities laws related to material information disclosures. Marinus intends to defend itself against these allegations, which it believes are without merit, while also voluntarily supplementing the disclosure to moot the claims. Additionally, the document contains updates to the financial analyses performed by Barclays Capital, including discounted cash flow assessments and comparisons against other relevant transactions and companies. The filing discusses the company’s projections in relation to its cash flow, revenue, and expenses through 2040, reaffirming the value of the proposed offer compared to estimated values derived from financial analyses.
Document Link: View Document
Additional details:
Tender Offer Price: $0.55
Merger Agreement Date: January 13, 2025
Demand Letters Count: 12
Complaints Count: 2
Lawsuit 1: Thomas v. Marinus Pharmaceuticals, Inc. et al.
Lawsuit 1 Index: Index No. 650312/2025
Lawsuit 1 Filing Date: January 16, 2025
Lawsuit 2: Miller v. Marinus Pharmaceuticals, Inc. et al.
Lawsuit 2 Index: Index No. 650291/2025
Lawsuit 2 Filing Date: January 17, 2025
Barclays Advisor Fee: $1,500,000
Barclays Additional Compensation Estimate: approximately $2,850,000
Total Revenue 2024 Estimate: $34 million
Total Revenue 2025 Estimate: $48 million
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