3//SEC Filing
SANTARUS INC 3
Accession 0001181431-14-002251
CIK 0001172480operating
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 5:39 PM ET
Size
12.4 KB
Accession
0001181431-14-002251
Insider Transaction Report
Form 3
SANTARUS INCSNTS
Willow Acquisition Sub Corp
10% Owner
Holdings
- 100(indirect: SEE NOTES)
Common Stock
SALIX PHARMACEUTICALS LTD
10% Owner
Holdings
- 100(indirect: SEE NOTES)
Common Stock
Salix Pharmaceuticals, Inc.
10% Owner
Holdings
- 100(indirect: SEE NOTES)
Common Stock
Footnotes (4)
- [F1]This form is filed on behalf of Salix Pharmaceuticals, Ltd. ("Salix"), Salix Pharmaceuticals, Inc. ("Intermediary") and Willow Acquisition Sub Corporation ("Purchaser"), all of which are filing as members of a 10% owner group. Salix is the direct parent of Intermediary and the indirect parent of Purchaser. Intermediary is the direct parent of Purchaser.
- [F2]In accordance with the terms of the Agreement and Plan of Merger, dated as of November 7, 2013 (the "Merger Agreement"), among Salix, Intermediary, Purchaser and Santarus, Inc. ("Santarus"), on January 2, 2014, Purchaser acquired 54,558,962 shares (including 1,998,716 shares tendered through a Notice of Guaranteed Delivery) of Santarus common stock, par value $0.0001 per share, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share (collectively, the "Shares"), in connection with the tender offer by Purchaser to purchase all of the issued and outstanding Shares at a purchase price of $32.00 per Share (the "Offer Price"), net to the seller in cash, without interest and subject to any withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 3, 2013, and the related letter of transmittal
- [F3](Continued from footnote 2) (collectively, each as may be amended or supplemented from time to time, the "Offer"). Following the successful consummation of the Offer and in accordance with the terms of the Merger Agreement, Purchaser was merged (the "Merger") with and into Santarus on January 2, 2014, with Santarus continuing as an indirect wholly owned subsidiary of Salix (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than (i) Shares held in the treasury of Santarus, (ii) Shares owned by Salix, Purchaser or any wholly owned subsidiary of Salix or Santarus and (iii) Shares held by any stockholders who were entitled to and who properly demanded appraisal in connection with the Merger)
- [F4](Continued from footnote 3) was canceled and converted automatically into the right to receive the Offer Price, without interest thereon and subject to any required withholding taxes. At the Effective Time, each share of Purchaser capital stock was converted into and became one fully paid and non-assessable share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger on January 2, 2014, Intermediary became the direct owner of 100 shares of common stock of the Surviving Corporation, representing 100% of the issued and outstanding shares of common stock of the Surviving Corporation.
Issuer
SANTARUS INC
CIK 0001172480
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001172480
Filing Metadata
- Form type
- 3
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 5:39 PM ET
- Size
- 12.4 KB