SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

RELYPSA, INC.

(Name of Subject Company (Issuer))

VIFOR PHARMA USA INC.

(Offeror)

An Indirect Wholly Owned Subsidiary of

GALENICA AG

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK	759531106
(Title of Class of Securities)	(CUSIP Number of Class of Securities)

Oliver Kronenberg

Group General Counsel

Galenica AG

Untermattweg 8-P.O. Box

CH-3027 Bern, Switzerland

+41.58.852.81.11

(Name, address, and telephone numbers of person authorized

to receive notices and communications on behalf of filing persons)

Copies to:

Andrew Levine

Jeffrey Symons

Jones Day

250 Vesey Street

New York, New York 10281

(212) 326-3939

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,634,452,064	$164,589

* Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 51,076,627 shares of common stock, $0.001 par value per share, of Relypsa, Inc. (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (representing (i) 44,882,597 Shares issued and outstanding, (ii) 4,753,020 Shares issuable upon the exercise of outstanding options, (iii) 997,523 Shares issuable upon the vesting of outstanding restricted stock units, (iv) 255,149 Shares issuable upon the exercise of outstanding and unexpired warrants, and (v) 188,338 Shares estimated to be subject to issuance pursuant to Relypsa’s Employee Stock Purchase Plan), multiplied by (b) the offer price of $32.00 per Share. The foregoing share figures have been provided by the issuer to the offeror and are as of August 1, 2016, the most recent practicable date.

** The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $100.70 per $1,000,000 of transaction value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$164,589	Filing Party:	Galenica AG Vifor Pharma USA Inc.
Form of Registration No.:	Schedule TO	Date Filed:	August 4, 2016

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

¨  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the “SEC”) on August 4, 2016 (together with any amendments and supplements thereto, including Amendment No. 1 filed with the SEC on August 9, 2016, Amendment No. 2 filed with the SEC on August 17, 2016, Amendment No. 3 filed with the SEC on August 25, 2016, Amendment No. 4 filed with the SEC on August 25, 2016 and this Amendment No. 5, the “Schedule TO”). The Schedule TO relates to the tender offer by Vifor Pharma USA Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Galenica AG, a public limited company existing under the laws of Switzerland (“Galenica”), to purchase any and all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Relypsa, Inc., a Delaware corporation (“Relypsa”), at a price of $32.00 per Share (the “Offer Price”), payable to the holder thereof in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase dated, August 4, 2016 (as amended or supplemented from time to time, the “Offer to Purchase”), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitute the “Offer”), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B).

Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 5. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Offer to Purchase. This Amendment No. 5 is intended to amend and supplement Items 1 through 9, 11 and 12 (and the other Items referred to therein) of the Schedule TO as reflected below.

Items 1 through 9; Item 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

“The Offer and withdrawal rights expired at 12:00 midnight, New York time, at the end of the day on Wednesday, August 31, 2016. All conditions to the Offer have been satisfied. Accordingly, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer have been irrevocably accepted for payment by Purchaser, and payment for such Shares will be made promptly in accordance with the terms of the Offer. The Depositary for the Offer has advised Galenica and Purchaser that, as of the Expiration Date, a total of 38,673,841 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.6% of the outstanding Shares. In addition, Notices of Guaranteed Delivery have been delivered with respect to 1,842,226 Shares that have not yet been tendered, representing approximately 4.1% of the outstanding Shares. The number of Shares tendered (excluding Shares delivered pursuant to Notices of Guaranteed Delivery for which the underlying Shares were not yet delivered) constitutes a majority of all outstanding Shares.

On September 1, 2016, Purchaser merged with and into Relypsa, without the affirmative vote of the stockholders of Relypsa in accordance with Section 251(h) of the DGCL, with Relypsa continuing as the surviving corporation and thereby becoming an indirect wholly owned subsidiary of Galenica. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than any Canceled Company Shares, the Accepted Company Shares and any Dissenting Shares) was converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and less any applicable withholding taxes.

Following the consummation of the Merger, the Shares will be delisted and will cease to trade on NASDAQ.”

The full text of the press release issued by Galenica on September 1, 2016 announcing the expiration and results of the Offer is attached hereto as Exhibit (a)(5)(H) and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented with the following:

“(a)(5)(H)     Press Release issued by Galenica on September 1, 2016”

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 1, 2016

Galenica AG
By:	/s/ Dr. Jörg Kneubühler
	Dr. Jörg Kneubühler
	Chief Financial Officer
By:	/s/ Dr. Andreas Walde
	Dr. Andreas Walde
	General Secretary
Vifor Pharma USA Inc.
By:	/s/ Dr. Oliver P. Kronenberg
	Dr. Oliver P. Kronenberg
	Secretary
By:	/s/ Colin Bond
	Colin Bond
	President and Chairman

3

EX-99.(A)(5)(H)

Exhibit (a)(5)(H)

PRESS RELEASE

Date	1 September 2016
Contact	Investor Relations, Galenica Group: Jörg Kneubühler, CFO Media Relations, Galenica Group: Christina Hertig, Head Corporate Communications Media Relations, Vifor Pharma: Beatrix Benz, Head Global Communications & Public Affairs
Subject	Galenica announces Expiration of Cash Tender Offer for Relypsa

Galenica announces Expiration of Cash Tender Offer for Shares of Common Stock of Relypsa

Galenica Group today announced that its tender offer to purchase the outstanding shares of common stock of Relypsa, Inc., (NASDAQ: RLYP) at $32.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, expired at 12:00 midnight New York time, at the end of the day on Wednesday, August 31, 2016. The tender offer was effected by Galenica’s indirect wholly owned subsidiary, Vifor Pharma USA Inc.

The depositary for the tender offer has advised that, as of the expiration of the tender offer, a total of 38,673,841 shares of Relypsa’s outstanding common stock have been validly tendered and not validly withdrawn (not including any shares tendered pursuant to notices of guaranteed delivery), representing approximately 85.6% of Relypsa’s outstanding shares. In addition, the depositary advised that notices of guaranteed delivery have been delivered with respect to 1,842,226 additional shares, representing approximately 4.1% of Relypsa’s outstanding shares. All shares that were validly tendered and not validly withdrawn during the offer period have been accepted for payment. Payment for such shares will be made promptly, in accordance with the terms of the offer.

The condition to the tender offer that a majority of Relypsa’s outstanding shares be validly tendered has now been satisfied, and Galenica intends to complete its acquisition of Relypsa promptly through a merger under Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of common stock of Relypsa not tendered in the tender offer (other than shares held by Relypsa, Galenica or their respective wholly owned subsidiaries and other than shares held by Relypsa stockholders who have properly and validly perfected their statutory appraisal rights in connection with the merger in compliance with Delaware law) will be converted into the right to receive $32.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.

For further information, please contact:

Galenica Media Relations: Christina Hertig, Head Corporate Communications Tel.: +41 58 852 85 17 E-mail: media@galenica.com	Galenica Investor Relations: Jörg Kneubühler, Chief Financial Officer Tel.: +41 58 852 85 29 E-mail: investors@galenica.com
Vifor Pharma Media Relations: Beatrix Benz, Head of Global Communications & Public Affairs Tel.: +41 58 851 80 16 E-mail: media@viforpharma.com

Galenica Ltd.

P.O. Box · Untermattweg 8 · CH-3001 Bern

Phone +41 58 852 85 17 · Fax +41 58 852 85 58

media@galenica.com · www.galenica.com

The Galenica Group – excellence in the healthcare market

Date	1 September 2016
Page	2/2
Subject	Galenica announces Expiration of Cash Tender Offer for Relypsa

Galenica is a diversified Group active throughout the healthcare market which, among other activities, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical and database services and sets up networks. With its two Business units Vifor Pharma and Galenica Santé, the Galenica Group enjoys a leading position in all its core business activities. A large part of the Group’s income is generated by international operations. Galenica is listed on the Swiss Stock Exchange (SIX Swiss Exchange, GALN, security number 1,553,646).

Additional information concerning the Galenica Group can be found at www.galenica.com.

Vifor Pharma, a company of the Galenica Group, is a world leader in the discovery, development, manufacturing and marketing of pharmaceutical products for the treatment of iron deficiency. The company also offers a diversified portfolio of prescription medicines as well as over-the-counter (OTC) products. Vifor Pharma, headquartered in Zurich, Switzerland, has an increasingly global presence and a broad network of affiliates and partners around the world.

For more information about Vifor Pharma, please visit www.viforpharma.com.

Relypsa, Inc. is a biopharmaceutical company focused on the discovery, development and commercialisation of polymeric medicines for patients with conditions that are often overlooked and undertreated and can be addressed in the gastrointestinal tract. The Company’s first medicine, Veltassa^® (patiromer) for oral suspension, was developed based on Relypsa’s rich legacy in polymer science. Veltassa is approved in the United States for the treatment of hyperkalaemia. Veltassa has intellectual property protection until 2030 in the United States and 2029 in the European Union.

More information is available at www.relypsa.com.

Forward Looking Statements

The statements included in this press release contain forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections and speak only as of the date they are made. Galenica undertakes no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond the control of Galenica, including the following: (a) the risk that the transaction disrupts current plans and operations; (b) difficulties or unanticipated expenses in connection with integrating Relypsa into Galenica; (c) the risk that the acquisition does not perform as planned; and (d) potential difficulties in employee retention. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in the public reports of each company filed with the SEC or the SIX Swiss Exchange.