This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is filed by M-Inspire Merger Sub, Inc., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Merck Sharp & Dohme LLC, a New Jersey
limited liability company (Parent), and Parent. This Schedule TO relates to the offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the Shares), of Imago
BioSciences, Inc., a Delaware corporation (Imago), at a purchase price of $36.00 per Share (the Offer Price), to the seller in cash, without interest and subject to deduction for any required tax withholding, on
the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby
expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated as
of November 19, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among Imago, Parent and Merger Sub, a copy of which is attached as Exhibit (d)(1) hereto, is
incorporated herein by reference with respect to Items 4, 5, 6, 8, 9 and 11 of this Schedule TO.
Item 1. |
Summary Term Sheet. |
The information set forth in the Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
Item 2. |
Subject Company Information. |
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Imago BioSciences, Inc., a Delaware
corporation. Imagos principal executive offices are located at 303 Twin Dolphin Drive, 6th Floor, Redwood City, California 94065. Imagos telephone number is (415) 529-5055.
(b) This Schedule TO relates to the outstanding Shares. Imago has advised Merger Sub and Parent that, as of December 5, 2022 (the most
recent practicable date): (i) 33,914,435 Shares were issued and outstanding, (ii) 5,031,346 Shares were subject to outstanding Imago stock options and (iii) rights to purchase a maximum of 0 Shares pursuant to Imagos 2021 Employee Stock
Purchase Plan were outstanding.
(c) The information set forth in Section 6 (entitled Price Range of Shares Dividends on the
Shares) of the Offer to Purchase is incorporated herein by reference.
Item 3. |
Identity and Background of the Filing Person. |
(a) - (c) This Schedule TO is filed by Merger Sub and Parent. The information set forth in Section 8 (entitled Certain Information Concerning
Parent and Merger Sub) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. |
Terms of the Transaction. |
(a)(1)(i) - (viii), (xii), (a)(2)(i) - (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by
reference:
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the Summary Term Sheet |
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Section 1Terms of the Offer |
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Section 2Acceptance for Payment and Payment for Shares |
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Section 3Procedures for Accepting the Offer and Tendering Shares
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Section 4Withdrawal Rights |
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Section 5Material U.S. Federal Income Tax Considerations |
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Section 11The Merger Agreement; Other Agreements |
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Section 12Purpose of the Offer; Plans for Imago |
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Section 13Certain Effects of the Offer |
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Section 15Conditions of the Offer |
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Section 16Certain Legal Matters; Regulatory Approvals |
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Section 17Appraisal Rights |
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Section 19Miscellaneous |
(a)(1)(ix) - (xi), (a)(2)(v) - (vi) Not applicable.
Item 5. |
Past Contacts, Transactions, Negotiations and Agreements. |
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the Summary Term Sheet |
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Section 8Certain Information Concerning Parent and Merger Sub
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