This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Mercury Merger Sub, Inc., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”), and an indirect wholly owned subsidiary of A. Menarini - Industrie Farmaceutiche Riunite - S.r.l., a privately-held company formed under the laws of Italy (“Menarini”), to purchase all outstanding shares of common stock, $0.0001 par value per share (“Shares”), of Stemline Therapeutics, Inc., a Delaware corporation (“Stemline”), at a price of $11.50 per Share, net to the holder in cash, without interest, plus one non-transferable contractual contingent value right per Share, which represents the right to receive a contingent payment of $1.00 in cash, without interest and subject to any required withholding of taxes upon the terms and subject to the conditions described in the Offer to Purchase dated May 12, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Menarini, Parent and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. A copy of the Agreement and Plan of Merger, dated as of May 3, 2020, among Stemline, Parent and Purchaser is attached as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
ITEM 1.
SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2.
SUBJECT COMPANY INFORMATION.
(a) The subject company and the issuer of the securities subject to the Offer is Stemline Therapeutics, Inc. Its principal executive office is located at 750 Lexington Avenue, Eleventh Floor, New York, NY 10022, and its telephone number is (646) 502-2311.
(b) This Schedule TO relates to Shares. According to Stemline, as of the close of business on April 30, 2020, there were (i) 52,472,285 Shares issued and outstanding, (ii) 2,708,070 Shares subject to issuance pursuant to outstanding options to acquire Shares and (iii) 944,076 Shares subject to issuance pursuant to outstanding restricted stock units.
(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in Section 6 — “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
ITEM 3.
IDENTITY AND BACKGROUND OF FILING PERSON.
(a) – (c) The filing companies of this Schedule TO are (i) Menarini, (ii) Parent and (iii) Purchaser. Menarini’s principal executive office is located at Via Sette Santi, 3 — 50131 — Firenze (Firenze) Italy, and the telephone number is +39 055 56801. Each of Purchaser’s and Parent’s principal executive office is located at Glienicker Weg 125, D-12489 Berlin, Germany, and the telephone number of each is +49 30-6707-0. The information regarding Menarini, Purchaser and Parent set forth in Section 9 — “Certain Information Concerning Menarini, Parent and Purchaser” and Schedule A of the Offer to Purchase is incorporated herein by reference.
ITEM 4.
TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein by reference.
ITEM 5.
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a), (b) The information set forth in Section 8 — “Certain Information Concerning Stemline”, Section 9 — “Certain Information Concerning Menarini, Parent and Purchaser”, Section 10 — “Background of the Offer; Contacts with Stemline”, Section 11 — “Purpose of the Offer and Plans for Stemline;