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. 2)

 

 

MARINUS PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))

 

 

MATADOR SUBSIDIARY, INC.
a direct wholly-owned subsidiary of

 

IMMEDICA PHARMA AB
(Name of Filing Persons (Offerors))

 

 

Common Stock, $0.001 Par Value
(Title of Class of Securities)

 

56854Q200
(CUSIP Number of Class of Securities)

 

 

Nina Fleck
General Counsel & Compliance Officer
Immedica Pharma AB
Solnavägen 3H
113 63 Stockholm
Sweden
Telephone: +46 (0) 8 533 39 500
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:
Wim De Vlieger
Ryan A. Murr
Branden C. Berns
Gibson, Dunn & Crutcher LLP
One Embarcadero Center, Suite 2600
San Francisco, CA 94111
Telephone: +1 (415) 393-8200

 

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

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

 

xthird-party tender offer subject to Rule 14d-1.

 

¨issuer tender offer subject to Rule 13e-4.

 

¨going-private transaction subject to Rule 13e-3.

 

¨amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer.  x

 

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

 

¨Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

¨Rule 13d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed under cover of Schedule TO on January 8, 2025 (the “Schedule TO”), by Matador Subsidiary, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Immedica Pharma AB, a corporation organized and existing under the laws of Sweden (“Parent”). This Amendment relates to the offer (the “Offer”) by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Marinus Pharmaceuticals, Inc., a Delaware corporation (“Marinus”), at a price of $0.55 per Share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to the Schedule TO 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 December 29, 2024, among Marinus, Parent and Purchaser, a copy of which is filed as Exhibit (d)(1) to the Schedule TO and incorporated herein by reference with respect to Items 4 through 11 of this Amendment.

 

Except as otherwise set forth in this Amendment, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.

 

ITEMS 1THROUGH 9 AND 11

 

Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

“Expiration of the Offer; Closing of the Merger

 

The Offer expired as scheduled, as of 12:00 midnight, Eastern Time, at the end of the day of Thursday, February 6, 2025 (the “Expiration Date”) and was not extended. The Depositary and Paying Agent has advised Parent and Purchaser that, as of the Expiration Date, a total of 37,287,732 Shares were validly tendered into, and not validly withdrawn from, the Offer, representing approximately 67.5% of Shares that were issued and outstanding as of the Expiration Date on a fully diluted basis. All conditions to the Offer, including the Minimum Condition, having been satisfied or waived, Purchaser irrevocably accepted for payment, and made payment for all Shares validly tendered and not validly withdrawn in the Offer.

 

On or around February 11, 2025, Parent and Purchaser intend to complete the acquisition of Marinus pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into Marinus in accordance with Section 251(h) of the DGCL, with Marinus continuing as the surviving corporation in the Merger and thereby becoming a wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Share not tendered into the Offer (other than any Excluded Shares or Dissenting Shares) will be automatically converted into the right to receive the Offer Price.

 

The Shares are expected to cease trading on Nasdaq prior to the commencement of trading on February 11, 2025, and, on such date, Marinus will request that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Parent and Marinus intend to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares and take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Marinus’ reporting obligations under the Exchange Act as promptly as practicable.”

 

ITEM 12.EXHIBITS.

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit to the list of Exhibits:

 

Index No.    
(a)(5)(C)*   Press Release of Parent issued on February 7, 2025.

 

*Filed herewith.

 

 

 

 

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.

 

Dated: February 7, 2025

 

  IMMEDICA PHARMA AB
   
  By /s/ Anders Edvell
    Name: Anders Edvell
    Title: Chief Executive Officer
   
  MATADOR SUBSIDIARY, INC.
   
  By /s/ Anders Edvell
    Name: Anders Edvell
    Title: Chief Executive Officer

 

 

 

 

Exhibit (a)(5)(C)

 

Press release  

 

Immedica successfully completes tender offer for all outstanding shares of common stock of Marinus Pharmaceuticals, Inc.

 

Stockholm, Sweden – February 7, 2025 – Immedica Pharma AB (“Immedica”), a leading global rare disease company, announced today that it has, through its indirect wholly owned subsidiary Matador Subsidiary, Inc., a Delaware corporation (“Purchaser”), successfully completed its tender offer to purchase all outstanding shares of common stock of Marinus Pharmaceuticals, Inc. (“Marinus”) (Nasdaq: MRNS) at a price of USD 0.55 per share, net to the seller thereof in cash, without interest and subject to any applicable withholding taxes.

 

The tender offer expired as scheduled at 12:00 midnight, Eastern Time, at the end of the day on February 6, 2025. As of the expiration, 37,287,732 shares of common stock of Marinus have been validly tendered and not validly withdrawn, representing approximately 67.5 percent of Marinus’ outstanding shares of common stock, according to the depositary for the tender offer. The conditions to the tender offer were satisfied, and Immedica and Purchaser have accepted for payment and will promptly pay the depositary for all validly tendered shares.

 

Immedica expects to complete the acquisition of Marinus on February 11, 2025, through a merger without a vote or meeting of Marinus’ stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. At the effective time of the merger, and subject to any perfected appraisal rights, all of the remaining shares of common stock of Marinus not purchased in the tender offer will be converted into the right to receive the same USD 0.55 per share, net to the seller thereof in cash, without interest and subject to any applicable withholding taxes. Upon completion of the merger, Marinus will become an indirect wholly owned subsidiary of Immedica, and the common stock of Marinus will cease to be traded on the NASDAQ Global Market.

 

On February 11, 2025, Immedica intends to file with the U.S. Securities and Exchange Commission (the “SEC”) an amendment to the tender offer statement on Schedule TO which sets forth the final results of the tender offer.

 

Broadbridge Corporate Issuer Solutions, LLC is acting as depositary for the tender offer.

 

For Immedica, MTS Health Partners, L.P. acted as the financial advisor and Gibson, Dunn & Crutcher LLP as the legal counsel. For Marinus, Barclays Capital Inc. acted as the financial advisor and Hogan Lovells US LLP as the legal counsel.

 

Forward-looking statements

 

This press release contains forward-looking statements related to Immedica, Marinus and the acquisition of Marinus by Immedica (the “Transaction”) that involve risks and uncertainties and reflect each of Immedica’s and Marinus’ judgment as of the date of this press release. These forward-looking statements generally are identified by words such as “believe,” “can,” “could,” “seek,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “might,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, many of which are outside of Immedica’s and Marinus’ control. Forward-looking statements are based on Immedica’s and Marinus’ current expectations and beliefs, and neither Immedica nor Marinus can give assurances that its expectations or beliefs will be achieved. These forward-looking statements are not a guarantee of future performance and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ, possibly materially, from the expectations or estimates reflected in such forward-looking statements, including, among others: the ability to consummate the Transaction and to meet expectations regarding the timing and completion of the Transaction; litigation relating to the Transaction; the satisfaction or waiver of the other conditions to the completion of the Transaction on the terms expected or on the anticipated schedule; the financial condition, results of operations and business of Immedica and Marinus; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement entered into between the companies; the risk that Immedica may be unable to achieve the anticipated benefits of the Transaction; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; and other risks described in Immedica’s and Marinus’ respective prior press releases and listed under the heading “Risk Factors” in Marinus’ reports filed with the SEC, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, the Schedule 14D-9 filed by Marinus and the Schedule TO and related tender offer documents filed by Immedica and Purchaser. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and each of Immedica and Marinus assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Immedica nor Marinus gives any assurance that either Immedica or Marinus will achieve its expectations.

 

 

 

 

About Marinus Pharmaceuticals

 

Marinus is a commercial-stage pharmaceutical company dedicated to the development of innovative therapeutics for seizure disorders. Marinus’ product, ZTALMY® (ganaxolone) oral suspension CV, is an FDA-approved prescription medication introduced in the United States in 2022. For more information, please visit www.marinuspharma.com and follow us on Facebook, LinkedIn and X.

 

About Immedica

 

Immedica is a pharmaceutical company, headquartered in Stockholm, Sweden, focused on the commercialization of medicines for rare diseases and specialty care products. Immedica’s capabilities cover marketing and sales, compliance, pharmacovigilance, quality assurance, regulatory, medical affairs and market access, as well as a global distribution network serving patients in more than 50 countries. Immedica is fully dedicated to helping those living with diseases which have a large unmet medical need. Immedica’s therapeutic areas are within genetic & metabolic diseases, hematology & oncology and specialty care. Immedica was founded in 2018 and employs today around 130 people across Europe, the Middle East and the United States. Immedica is backed by the investment firms KKR and Impilo. For more information visit www.immedica.com

 

Immedica contact:

 

Linda Holmström

Head of Communications

linda.holmstrom@immedica.com

 

Marinus contact:

 

Molly Cameron

Director, Corporate Communications & Investor Relations

Marinus Pharmaceuticals, Inc.

mcameron@marinuspharma.com

 

Information Agent for the offer:

 

MacKenzie Partners, Inc

+1 800 322 2885