ADC Therapeutics SA SC TO-I/A, filed Mar 30, 2023
ADC Therapeutics SA (ADCT)
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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. 3)
ADC Therapeutics
SA
(Name of Subject Company (Issuer))
ADC Therapeutics
SA, as Issuer and Offeror
(Name of Filing Persons (Identifying status as offeror, issuer, or other person))
Options to purchase common shares, par value
CHF 0.08 per share
(Title of Class of Securities)
H0036K147
for the common shares
(CUSIP Number of Class of Securities)
Peter J. Graham
ADC Therapeutics America, Inc.
430 Mountain Avenue, 4th Floor
Murray Hill, NJ 07974
(908) 546-5556
(Name, address and telephone number of person authorized to receive notices and communications on behalf
of filing persons)
Copy to:
Deanna L. Kirkpatrick
Yasin Keshvargar
Kyoko Takahashi Lin
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
| ☐ | Check the box if 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:
| ☐ | third-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: ☐
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 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2023 (as amended, the “Schedule TO”), by ADC Therapeutics SA, a Swiss stock corporation (société anonyme) organized under the laws of Switzerland (the “Company”), relating to the offer by the Company to certain optionholders to exchange certain outstanding options to purchase the Company’s common shares for new options to purchase the Company’s common shares (the “Exchange Offer”). This Amendment is made to supplement Item 12 of the Schedule TO. The information in the Schedule TO, including all schedules and annexes to the Schedule TO that were previously filed with the Schedule TO, is incorporated herein by reference to answer the items required in this Amendment. Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO.
| ITEM 12. | Exhibits. |
Item 12 of the Schedule TO is amended and supplemented by adding the following exhibits:
| Exhibit Number | Description | |
| (a)(1)(O) | Form of Reminder Email for Options Exchange |
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.
| ADC THERAPEUTICS SA | |||||||||
| By: | /s/ Ameet Mallik | ||||||||
| Name: | Ameet Mallik | ||||||||
| Title: | Chief Executive Officer | ||||||||
Date: March 30, 2023
Exhibit (a)(1)(o)
ADC Therapeutics Offer to Exchange Eligible Options for New Options
Dear Colleague,
We want to remind you that the ADC Therapeutics (“ADCT,” “we,” “us” or “our”) Offer to Exchange Eligible Options for New Options (the “Exchange Offer”) will expire at 4:00 PM Eastern Time on Monday, April 3rd, 2023 (the “Expiration Time”). We may extend this expiration date and time at our discretion, in which case references to the “Expiration Time” shall refer to any such extended date and time.
You are receiving this email because you may be eligible to participate and exchange certain outstanding stock options for replacement stock options with modified terms.
Please read the Offer to Exchange Eligible Options for New Options, dated March 6, 2023, which is Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on March 6, 2023 (as amended by Amendment Nos. 1 and 2 to the Tender Offer Statement on Schedule TO, the “Schedule TO”), the Schedule TO and all other exhibits to the Schedule TO (the foregoing documents, collectively, the “Offering Documents”), which contain the rules, procedures and other information related to this Exchange Offer. The Offering Documents also contain a list of questions and answers that you may find helpful. The Offering Documents can be accessed at ir.adctherapeutics.com/sec-filings/default.aspx or through the SEC website at www.sec.gov. We will send a copy of all documents, free of charge, to any employee that requests them from hr@adctherapeutics.com.
You should have received an email from AwardTraq Exchange containing a link to your Election Form on the Exchange Portal. This was accompanied by instructions on how to fully complete and properly submit your Election Form.
We held a webcast on March 6th, 2023, to explain the offer. The webcast was recorded and is available on our intranet OurADCT
After reading the Offering Documents, the Election Form and accompanying instructions, if you have questions about the mechanics of the Exchange Offer, you may send an email to hr@adctherapeutics.com. Please do not direct questions regarding the Exchange Offer to your manager or any other employees.
Please understand that we cannot advise you on whether or not to participate in the Exchange Offer. Participation in the Exchange Offer is completely voluntary, and you should make the decision about whether to participate based on your personal circumstances. We recommend that you consult your own financial, legal, accounting and/or tax advisor(s) to address questions regarding your decision.
Again, thank you for your continued focus and commitment to ensuring the long-term success of ADC Therapeutics.
Best regards,
The Options Exchange Team
This notice does not constitute an offer. The full terms of the Exchange Offer are described in the Offering Documents, which can be accessed at ir.adctherapeutics.com/sec-filings/default.aspx or through the SEC website at www.sec.gov.
Capitalized terms used but not otherwise defined in this email shall have the meanings set forth in the Offering Documents.