Sun Pharmaceutical Industries Ltd., India’s top pharmaceutical company and the world’s fifth largest specialty generic pharmaceutical company, announced that it has commenced a tender offer through its indirect wholly owned subsidiary, Thea Acquisition Corporation, for all of the outstanding shares of common stock (shares) of InSite Vision Incorporated for $0.35 per share in cash, without interest and less any required withholding taxes.
The tender offer is being made pursuant to an offer to purchase, dated September 29, 2015, and in connection with the previously announced agreement and plan of merger, dated September 15, 2015, as amended and restated as of September 28, 2015, by and among InSite Vision, Ranbaxy, Inc. and Thea Acquisition Corporation.
The tender offer will expire on October 27, 2015, at 12:00 midnight New York City time (the end of the day), unless extended in accordance with the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission. Any extension of the tender offer will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9 am New York City time on the next business day after the previously scheduled expiration date.
The tender offer is subject to customary conditions, including the tender of a majority of the outstanding Shares (calculated on a fully-diluted basis). InSite Vision’s board of directors has also approved the transaction and unanimously recommended that its stockholders tender their shares pursuant to the tender offer.
Today, Thea Acquisition Corp. will file with the SEC a tender offer statement on Schedule TO, setting forth in detail the terms of the tender offer. InSite Vision will file today with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of InSite Vision’s board of directors that InSite Vision stockholders accept the tender offer and tender their Shares pursuant to the offer.
The Depositary for the tender offer is American Stock Transfer & Trust Company, LLC. The Information Agent for the tender offer is MacKenzie Partners, Inc.