0000950103-15-009625.txt : 20151221 0000950103-15-009625.hdr.sgml : 20151221 20151221135434 ACCESSION NUMBER: 0000950103-15-009625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151221 DATE AS OF CHANGE: 20151221 GROUP MEMBERS: ASTRAZENECA HOLDINGS BV GROUP MEMBERS: ASTRAZENECA INTERMEDIATE HOLDINGS LTD GROUP MEMBERS: ASTRAZENECA PLC GROUP MEMBERS: ASTRAZENECA TREASURY LTD GROUP MEMBERS: ASTRAZENECA UK LTD GROUP MEMBERS: ZANZIBAR ACQUISITION CORP. GROUP MEMBERS: ZENECA HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZS Pharma, Inc. CENTRAL INDEX KEY: 0001459266 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263305698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88212 FILM NUMBER: 151299103 BUSINESS ADDRESS: STREET 1: 508 WRANGLER DRIVE, SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 650-458-4100 MAIL ADDRESS: STREET 1: 508 WRANGLER DRIVE, SUITE 100 CITY: COPPELL STATE: TX ZIP: 75019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zeneca, Inc. CENTRAL INDEX KEY: 0001657583 IRS NUMBER: 510112320 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1800 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 800-236-9933 MAIL ADDRESS: STREET 1: 1800 CONCORD PIKE CITY: WILMINGTON STATE: DE ZIP: 19803 SC 13D/A 1 dp61950_sc13d2.htm FORM SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

 

(Amendment No. 2)

 

 

 

ZS Pharma, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

98979G 105
(CUSIP Number)

 

Adiah Ferron Reid

1800 Concord Pike

Wilmington, DE 19850-5437

Telephone: (302) 886-3000

 

Copies to:

 

Marc O. Williams, Esq.

Brian Wolfe, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Telephone: (302) 886-3000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 17, 2015
(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

 

 

 

 

Page 2 of 12 Pages 

 

1.

Name of Reporting Person

 

AstraZeneca PLC 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

England and Wales 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2)

14.

Type of Reporting Person

 

HC

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 3 of 12 Pages 

 

 

1.

Name of Reporting Person

 

AstraZeneca Intermediate Holdings Limited 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):  

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

United Kingdom 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

HC 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 4 of 12 Pages 

 

1.

Name of Reporting Person

 

AstraZeneca UK Limited 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):  

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

United Kingdom 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

HC 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 5 of 12 Pages 

 

1.

Name of Reporting Person

 

AstraZeneca Treasury Limited 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):  

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

United Kingdom 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

CO 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 6 of 12 Pages 

 

1.

Name of Reporting Person

 

AstraZeneca Holdings BV 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):  

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

Netherlands 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

HC 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 7 of 12 Pages 

 

1.

Name of Reporting Person

 

Zeneca Holdings, Inc. 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b): ☐ 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

Delaware 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

CO 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 8 of 12 Pages 

 

1.

Name of Reporting Person

 

Zeneca Inc. 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):  

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

Delaware 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

CO 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 9 of 12 Pages 

 

1.

Name of Reporting Person

 

Zanzibar Acquisition Corp. 

2.

Check the Appropriate Box if a Member of a Group

 

(a): (b):  

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

WC 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

N/A 

6.

Citizenship or Place of Organization

 

Delaware 

Number of Shares Beneficially Owned by Each Reporting Person
With
7.

Sole Voting Power

 

8.

Shared Voting Power

 

21,950,539(1) 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,950,539(1) 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
13.

Percent of Class Represented by Amount in Row (11)

 

86.6%(2) 

14.

Type of Reporting Person

 

CO 

         
 
(1)Includes Shares validly tendered in the Offer by 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered).

 

(2)The calculation of this percentage is based on 25,358,759 shares of common stock outstanding as of December 16, 2015.

 

 

Page 10 of 12 Pages 

 

Amendment No. 2 to Schedule 13D

 

Introductory Statement

 

This Amendment No. 2 on Schedule 13D (“Amendment No. 2”) amends the Schedule 13D filed jointly on behalf of Zanzibar Acquisition Corp., Zeneca Inc., Zeneca Holdings, Inc., AstraZeneca Holdings BV, AstraZeneca Treasury Limited, AstraZeneca UK Limited, AstraZeneca Intermediate Holdings Limited, and AstraZeneca PLC on November 13, 2015, as amended by Amendment No. 1 thereto, dated November 20, 2015 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

 

Item 4. Purpose of Transaction

 

Item 4 is amended and supplemented by adding the following immediately after the last paragraph:

 

“The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (the “Expiration Date”). Citibank, N.A. (the “Depositary”) has advised that, as of 12:00 midnight, New York City time, at the end of the day on the Expiration Date, 21,950,539 Shares had been validly tendered (excluding all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered) and not properly withdrawn pursuant to the Offer, representing approximately 86.6% of the outstanding Shares on a fully diluted basis as of the Expiration Date.

 

All conditions to the Offer having been satisfied or waived, on December 17, 2015, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn prior to the Expiration Date, and payment of the Offer Price for such Shares will be made promptly.”

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a), (b) is amended and restated in its entirety as follows:

 

“As a result of the purchase of the Shares pursuant to the Offer, the Reporting Persons beneficially own a total of 21,950,539 Shares, representing approximately 86.6% of the outstanding Shares on a fully diluted basis as of the Expiration Date, which is based on 25,358,759 shares of common stock outstanding as of December 16, 2015, as reported by the Company’s transfer agent.

 

Following the expiration of the Offer and acceptance for payment of the Shares, Parent completed its acquisition of ZS Pharma by consummating the Merger pursuant to the terms of the Merger Agreement and without a meeting of the stockholders of ZS Pharma in accordance with Section 251(h) of the Delaware General Corporation Law (“DGCL”). At the effective time of the Merger, Purchaser was merged with and into ZS Pharma, with ZS Pharma continuing as the surviving corporation and a wholly owned subsidiary of Parent. Each outstanding Share (other than Shares held by ZS Pharma, any of its subsidiaries, Parent, Purchaser, any other subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the DGCL) was converted into the right to receive, in cash and without interest, less any required withholding taxes, an amount equal to the Offer Price. The Shares will no longer be listed on The NASDAQ Global Market.

 

Except as set forth in this Item 5, to the knowledge of the Reporting Persons, none of the persons named in Schedule A beneficially owns any Shares.”

 

 

Page 11 of 12 Pages 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: December 17, 2015

 

ZANZIBAR ACQUISITION CORP.
   
By:

/s/ David E. White

 
  Name: David E. White
  Title: Director

 

     
ZENECA INC.
   
By:

/s/ David E. White

 
  Name: David E. White
  Title: Director

 

 

ASTRAZENECA PLC
   
By:

/s/ Adrian Kemp

 
  Name: Adrian Kemp
  Title: Company Secretary

 

 

Page 12 of 12 Pages 

 

SIGNATURES (CONT.)

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Date: December 17, 2015

 

     
ZENECA HOLDINGS, INC.
   
By:

/s/ David E. White

 
  Name: David E. White
  Title: Director

 

     
ASTRAZENECA HOLDINGS BV
   
By: /s/ Robert Schuller
 
  Name: Robert Schuller
Title: Director

 

     
ASTRAZENECA TREASURY LIMITED
   
By:

/s/ Adrian Kemp

 
  Name: Adrian Kemp
  Title: Company Secretary

 

     
ASTRAZENECA UK LIMITED
   
By:

/s/ Adrian Kemp

 
  Name: Adrian Kemp
  Title: Company Secretary

 

     
ASTRAZENECA INTERMEDIATE HOLDINGS LIMITED
   
By:

/s/ Adrian Kemp

 
  Name: Adrian Kemp
  Title: Company Secretary