The disclosure in the section entitled “The Mergers” under the heading “Background of the Mergers”, beginning on page 62 of the Definitive Proxy Statement, is hereby amended by:
Amending and restating the fourth full paragraph on page 71 under the heading “Background of the Mergers” as follows (with new text in underline):
On July 23, 2020, Eidos entered into a mutual confidentiality agreement with a large international pharmaceuticals company, Company C, to facilitate the sharing of information with respect to a potential licensing and collaboration transaction. The confidentiality agreement did not contain a standstill provision.
On August 16, 2020, Company C, delivered a proposal to Eidos management with respect to a potential licensing and collaboration transaction between Eidos and Company C (the “August 16 collaboration proposal”). Eidos management shared the August 16 proposal with the Eidos board promptly thereafter.
Amending and restating the second full paragraph on page 75 under the heading “Background of the Mergers” as follows (with new text in underline):
On September 24, 2020, the Eidos special committee held a videoconference meeting, with representatives of Centerview, Cravath and Guidehouse participating. Representatives of Guidehouse reviewed the assumptions underlying the BridgeBio management projections and assumptions regarding Eidos that had been discussed with Eidos management during due diligence calls, as well as Guidehouse’s recommended adjustments to such assumptions. The Eidos special committee discussed the assumptions made by management of BridgeBio and Eidos as well as Guidehouse’s recommended adjustments, and directed Centerview to make additional adjustments to the BridgeBio management projections, including adjustments to the probability of success of, timing of regulatory approval and expected launch dates for, and pricing and peak net sales amounts in respect of, certain of BridgeBio’s product candidates.
Amending and restating the third full paragraph on page 84 under the heading “Background of the Mergers” as follows (with new text in underline):
After the meeting, representatives of Cravath contacted representatives of outside legal counsel to Company C to convey the Eidos special committee’s request and also shared a draft confidentiality agreement between Company C and Eidos, which would replace the existing confidentiality agreement between Eidos and Company C in order to facilitate the sharing of information with respect to a potential acquisition of Eidos by Company C. The draft confidentiality agreement did not contain a standstill provision. Company C did not execute the confidentiality agreement.
Following the partial first paragraph on page 86 under the heading “Background of the Mergers” inserting the following new paragraphs:
On December 11, 2020, BridgeBio filed an amendment to the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, which included disclosures regarding the inquiries from Company C regarding a potential transaction with Eidos.
Later on December 11, 2020, Company C delivered a letter to the Eidos special committee (the “December 11 Company C letter”) informing the Eidos special committee that given the circumstances, following the amendment to the registration statement, Company C had determined not to submit a revised proposal for a transaction involving Eidos at that time.
On December 12, 2020, the Eidos special committee held a telephonic meeting, with representatives of Centerview and Cravath participating. The Eidos special committee noted that, in light of BridgeBio’s positions on Company C’s prior inquiries and the fact that each of the transactions previously proposed by Company C included terms and conditions that by their nature could only be granted or satisfied with the approval of BridgeBio in its capacity as majority stockholder of Eidos, Company C would need to revise its proposals to either propose a transaction that BridgeBio, in its capacity as majority stockholder of Eidos, was willing to approve or propose a transaction that would not require the approval of BridgeBio. After discussion, the Eidos special committee determined that, notwithstanding the December 11 Company C letter, it was advisable to indicate its willingness to continue discussions with Company C.
On December 13, 2020, the Eidos special committee delivered a letter to Company C informing Company C that the Eidos special committee was willing to continue engaging in further discussions with Company C, particularly in connection with a revised proposal for a transaction which would offer increased consideration payable to Eidos’ stockholders (other than BridgeBio and its subsidiaries) compared to the merger agreement and is reasonably capable of being consummated on the terms proposed.
On December 23, 2020, the Eidos special committee held a telephonic meeting to prepare for an upcoming meeting with a proxy advisory firm regarding the mergers, with representatives of Centerview and Cravath participating. The Eidos special committee discussed the previous inquiries from Company C, noting that (1) Company C had not submitted any