THRX.US Tender Offer

THESEUS PHARMACEUTICALS, INC. (THRX.US) is offering to purchase all outstanding shares of common stock at a price of (i) US$3.90 per Share in cash, (ii) an additional amount of cash of up to US$0.15 per Share (such amount as finally determined pursuant to the Merger Agreement) in cash, and (iii) one non-transferable contractual contingent value right (CVR) for each Share to holders in net cash, without interest, and subject to withholding taxes (if any) pursuant to the terms and conditions set forth in this purchase offer and related transfer instructions. Accordingly, the total Cash Amount that Purchaser may pay pursuant to the terms of the Offer and Merger Agreement is between US$3.90 and US$4.05 per Share. Participants must obtain the Offer to purchase, related Letter of Transmittal, Notice of Guaranteed Delivery and Schedule 14D-9, dated 22/12/2023 for complete terms and conditions of the offer. Participants should consult their tax advisor for complete details in reference to withholding taxes.

The terms of the offer are as follows:

Option (1): Take no action [Default option]

Option (2): Tender Shares – BETWEEN US$3.90 & US$4.05 PER SHARE (TBD) NET IN CASH + 1 CVR PER SHARE (less any applicable withholding taxes）

The deadline to tender shares to the offer will be 31/01/2024@ 16:00 (HONG KONG TIME GMT+8).

In the absence of an election, no action will be taken.

Please fill in the following information and use the registered email address of Futu to send an email to cs@futuhk.com.

1. Account Number:
2. Name: (In Chinese or English)
3. Stock code: THRX.US
4. Options: (1) or (2)
5. Number of shares participating in corporate actions:

Note to applicants:
1. For shareholders holding less than 1 share of THRX.US, they cannot participate in related corporate actions.
2. Option (1) is the default option. We will help clients to choose option (1) if have not received clients’ emails.
3. Once the relevant application is submitted, the stocks participating in the company's actions cannot be traded and the application cannot be withdrawn.
4. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
5. The pending orders and unsettled shares will not be accepted for the time being.
6. Please confirm that the account funds are sufficient to pay the relevant fees of this corporate action. Otherwise, we will not bear any responsibility for the failure of your application.
7. If there is any update, all the information released by the listed company shall prevail.

Helpful？

Yes No