This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on February 1, 2022 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Zinc Merger Sub, Inc., a Delaware corporation
(“Purchaser”) and an indirect wholly owned subsidiary of UCB S.A., a société anonyme formed under the laws of Belgium (“Parent”), and Parent. The Schedule TO relates to the offer by Purchaser to purchase all
of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Zogenix, Inc., a Delaware corporation (“Zogenix”), in exchange for (i) $26.00 per Share, net to the seller in cash, without interest and
less any applicable withholding taxes (the “Cash Amount”), plus (ii) one non-transferable contingent value right per Share (each, a “CVR”), which CVR represents the right to
receive a contingent payment of $2.00, net to the seller in cash, without interest and less any applicable tax withholding, which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023 (the
Cash Amount plus one CVR, collectively, or any greater amount per Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), upon 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 to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the
extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9; and Item 11
The disclosure in
the Offer to Purchase and Item 11 of the Schedule TO is hereby amended and supplemented by making the following modifications to Section 16—“Certain Legal Matters; Regulatory Approvals – Antitrust Compliance – Compliance
with HSR Act”:
(a) The third and fourth sentences of the first paragraph in Section 16— “Certain Legal Matters;
Regulatory Approvals – Antitrust Compliance – Compliance with HSR Act” are deleted.
(b) The second, third, fourth,
fifth, sixth, seventh and eighth sentences in the second paragraph in Section 16—“Certain Legal Matters; Regulatory Approvals – Antitrust Compliance – Compliance with HSR Act” are deleted and replaced by the
following text:
“The waiting period under the HSR Act expired, effective March 3, 2022 at 11:59 p.m. Eastern Time. Accordingly,
the condition to the Offer relating to the termination or expiration of any applicable waiting period under the HSR Act (and any extension thereof, including under any agreement entered into in compliance with the Merger Agreement between a party
and a governmental authority agreeing not to consummate the Offer or the Merger prior to a certain date) applicable to the Offer or the Merger, has been satisfied.”
The disclosure in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the
information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
“On March 4, 2022, Parent issued
a press release relating to the expiration of the waiting period under the HSR Act. The full text of the press release is attached as Exhibit (a)(5)(J) to the Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following exhibit:
1