This Tender Offer Statement on Schedule TO (together with any
amendments and supplements hereto, this “Schedule TO”) is
filed by (i) Atlas Merger Sub, Inc., a Delaware corporation
(“Purchaser”) and a wholly owned subsidiary of Halozyme
Therapeutics, Inc., a Delaware corporation (“Parent”) and
Parent. This Schedule TO relates to the offer by Purchaser to
purchase all of the outstanding shares of common stock, par value,
$0.01 per share (the “Shares”), of Antares Pharma, Inc., a
Delaware corporation (the “Company”), at a purchase price of
$5.60 per Share (the “Offer Price”) net to the seller in
cash, without interest and subject to any withholding of taxes
required by applicable legal requirements, on the terms and subject
to the conditions set forth in the Offer to Purchase dated April
26, 2022 (together with any amendments or supplements thereto, the
“Offer to Purchase”) and in the accompanying Letter of
Transmittal, which are annexed to and filed with this Schedule TO
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 April 12, 2022
(as it may be amended from time to time, the “Merger
Agreement”), by and among the Company, Parent and Purchaser, a
copy of which is attached as Exhibit (d)(1) hereto, is
incorporated herein by reference with respect to Items 4 through 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
Antares Pharma, Inc., a Delaware corporation. The Company’s
principal executive offices are located at 100 Princeton South,
Suite 300, Ewing, New Jersey 08628. The Company’s telephone number
is (609) 359-3020.
(b) This Schedule TO relates to the
outstanding Shares. The Company has advised Purchaser and Parent
that, as of the close of business on April 22, 2022 (the most
recent practicable date) 170,782,427 Shares were issued and
(c) The information concerning the principal
market, if any, in which the Shares are traded and certain high and
low sales prices for Shares in the principal market in which the
Shares are traded are 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
(a) – (c) This Schedule TO is filed by Purchaser and Parent.
The information set forth in Section 8 (entitled “Certain
Information Concerning Parent, Purchaser and Certain Related
Persons”) 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:
the “Summary Term Sheet”
Section 1 – “Terms of the Offer”