This Schedule 14D-9C consists of the following communication related
to the proposed acquisition of Pardes Biosciences, Inc. (the Company), pursuant to the terms of an Agreement and Plan of Merger, dated as of July 16, 2023 (the Merger Agreement), by and among the Company, MediPacific,
Inc., a Delaware corporation (Parent), and MediPacific Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub):
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1) |
Press Release of the Company issued on July 17, 2023, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference. |
Additional Information and Where to Find It
The tender offer for the outstanding shares of common stock of the Company referenced in this communication has not yet commenced. This communication is for
informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of the Company or any other securities. This communication is also not a substitute for the tender
offer materials that Parent and Merger Sub will file with the U.S. Securities and Exchange Commission (the SEC) upon commencement of the tender offer. At the time the tender offer is commenced, Parent and Merger Sub will file with the
SEC a Tender Offer Statement on Schedule TO and a Transaction Statement on Schedule 13E-3 (Schedule 13E-3), and the Company will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) and a Schedule 13E-3.
THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND THE SCHEDULES 13E-3 WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
When filed, the Companys stockholders and other investors can obtain the
Tender Offer Statement, the Solicitation/Recommendation Statement, the Schedules 13E-3 and other filed documents for free at the SECs website at www.sec.gov. Copies of the documents filed with the SEC by
the Company will be available free of charge on the Investors page of the Companys website, www.pardesbio.com, or by contacting the Company at ir@pardesbio.com. In addition, the Companys stockholders may obtain free copies of the tender
offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement.
Cautionary Notice
Regarding Forward-Looking Statements
This communication contains forward-looking statements relating to the proposed acquisition of the
Company by Parent. Such forward-looking statements include, but are not limited to, the ability of the Company and Parent to complete the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the
conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the Merger Agreement, statements about the expected timetable for completing the transactions, the Companys and Parents beliefs and
expectations and statements about the benefits sought to be achieved by Parents proposed acquisition of the Company, the potential effects of the acquisition on both the Company and Parent, the possibility that the conditions to payments under
the CVRs (as defined in the Merger Agreement) will be met and the possibility of any termination of the Merger Agreement. In some cases, forward-looking statements may be identified by terminology such as believe, may,
will, should, predict, goal, strategy, potentially, estimate, continue, anticipate, intend, could, would,
project, plan, expect, seek and similar expressions and variations thereof. These words are intended to identify forward-looking statements. The Company has based these forward-looking statements on
current expectations and projections about future events, but there can be no guarantee that such expectations and projections will prove accurate in the future.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Actual results may differ materially
from current expectations because of risks associated with uncertainties as to the timing of the offer and the subsequent merger; uncertainties as to how many of the Companys stockholders unaffiliated with the Parent will tender their shares
in the offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the merger and the offer contemplated