![]() ![]() As a result of the Merger, Checkmate will cease to be a publicly traded company and will become a wholly owned subsidiary of Regeneron. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than any Shares held by Checkmate, Regeneron or any of their respective wholly owned subsidiaries or by any person who is entitled to and properly demands statutory appraisal of his or her Shares) will be converted into the right to receive $10.50 per Share in cash, without interest, subject to reduction for any applicable withholding taxes. The Merger Agreement provides, among other things, that if the Offer is consummated, as soon as practicable after the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Checkmate (which we refer to as the “Merger”) without a vote of the stockholders of Checkmate in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), with Checkmate continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 18, 2022 (which, as it may be amended from time to time, we refer to as the “Merger Agreement”), by and among Regeneron, Purchaser and Checkmate. Scandinavian Acquisition Sub, Inc., a Delaware corporation (which we refer to as “Purchaser”) and a wholly owned subsidiary of Regeneron Pharmaceuticals, Inc., a New York corporation (which we refer to as “Regeneron”), is offering to purchase, subject to certain conditions, including the satisfaction of the Minimum Condition, as defined below, any and all of the outstanding shares of common stock, par value $0.0001 per share (which we refer to as the “Shares”), of Checkmate Pharmaceuticals, Inc., a Delaware corporation (which we refer to as “Checkmate” or the “Company”), at a price of $10.50 per Share, to be paid to the seller in cash, without interest, subject to reduction for any applicable withholding taxes (which we refer to as the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase (which we refer to as this “Offer to Purchase”) and in the related Letter of Transmittal (which we refer to as the “Letter of Transmittal” and which, together with this Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes, and we refer to as, the “Offer”). Securities and Exchange Commission on April 19, 2022).Įxclusivity Agreement, dated as of March 22, 2022, by and between Regeneron Pharmaceuticals, Inc. and certain Stockholders of Checkmate Pharmaceuticals, Inc. (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Checkmate Pharmaceuticals, Inc. Tender and Support Agreement, dated as of April 18, 2022, by and among Regeneron Pharmaceuticals, Inc., Scandinavian Acquisition Sub, Inc. Securities and Exchange Commission on April 19, 2022).Ĭonfidentiality Agreement dated as of March 22, 2022, between Checkmate Pharmaceuticals, Inc. Securities and Exchange Commission on April 19, 2022).Īgreement and Plan of Merger among Checkmate Pharmaceuticals, Inc., Regeneron Pharmaceuticals, Inc., and Scandinavian Acquisition Sub, Inc., dated as of April 18, 2022 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Checkmate Pharmaceuticals, Inc. ![]() Social Media Posts from April 19, 2022 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Regeneron Pharmaceuticals, Inc. Securities and Exchange Commission on April 19, 2022). ![]() on April 19, 2022 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Regeneron Pharmaceuticals, Inc. Joint Press Release issued by Regeneron Pharmaceuticals, Inc. Summary Advertisement as published in The New York Times on May 2, 2022 Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Offer to Purchase, dated as of May 2, 2022.
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