This Amendment No. 2 (this “Amendment”) to Schedule
14D-9 amends and supplements the Schedule 14D-9 previously filed by Pardes Biosciences, Inc., a Delaware corporation (“Pardes” or the
“Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 28, 2023 (as amended and restated on August 17, 2023, and as may be further amended, restated or supplemented from time to
time, the “Schedule 14D-9”), with respect to the tender offer (the “Offer”) made by MediPacific Sub, Inc. (the “Purchaser”), a Delaware corporation and wholly
owned subsidiary of MediPacific, Inc. (“Parent”), a Delaware corporation, to purchase all of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), for (i)
$2.13 per Share (the “Cash Amount”) and (ii) one non-transferable contractual contingent value right per Share, pursuant to the Agreement and Plan of Merger, dated as of July 16,
2023, among Pardes, Parent and Purchaser and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 28, 2023 (as amended, restated or supplemented as of the date hereof, and as may be further amended,
restated or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal, dated July 28, 2023, each of which is attached to the Tender Offer Statement on Schedule TO-T/A filed by the Purchaser and Parent with the SEC on August 17, 2023, as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
The total Cash Amount that Purchaser will pay pursuant to the terms of the Offer is $2.13 per Share (excluding any amount which may or may not be
payable pursuant to the CVR). As a result, if you tender your Shares in the Offer, you will receive (i) $2.13 per Share and (ii) one non-transferable CVR per Share, all in accordance with
the terms of the Offer.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in
the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby
amended or supplemented to the extent specifically provided herein. This Amendment is being filed to disclose certain updates as reflected below.
On
page 41, the first full paragraph is amended and restated as follows (new language underlined, deleted language stricken):
The foregoing discussion of
reasons considered by the Special Committee and non-recused members of the Pardes Board is not, and is not intended to be, exhaustive but includes the material reasons considered by the Special Committee and non-recused members of the Pardes Board. The Special Committee and non-recused members of the Pardes Board conducted an overall review of the factors described above,
including thorough discussions with the Special Committee’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, their determinations. The Special Committee and
non-recused members of the Pardes Board considered each of the analyses performed by Leerink Partners in the context of the opinion provided by Leerink Partners, and expressly adopted the analysis and the
opinion of Leerink Partners, in reaching its determination as to the fairness of the Transactions, including the Offer and the Merger.as well as various additional factors, as discussed above. In light of the variety of reasons
considered in connection with its evaluation of the Transactions and the complexity of these matters, the Special Committee and non-recused members of the Pardes Board did not find it practicable to, and did
not, quantify or otherwise attempt to assign relative weights to the various reasons considered in reaching its determinations and recommendations. Moreover, each member of the Special Committee and each
non-recused member of the Pardes Board applied his or her own business judgment to the process and may have given different weight to different reasons. The Special Committee and
non-recused members of the Pardes Board did not undertake to make any specific determination as to whether any reason, or any particular aspect of any reason, supported or did not support the ultimate
determination of the Special Committee and non-recused members of the Pardes Board. Instead, the Special Committee and non-recused members of the Pardes Board based
their recommendations on the totality of the information presented.
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