Execution Form

Privileged & Confidential

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

(Amendment No. 3)

 

Corium International, Inc.

(Name of Subject Company (Issuer))

 

GURNET MERGER SUB, INC.

(Offeror)

A Wholly Owned Subsidiary of

 

GURNET HOLDING COMPANY

(Parent of Offeror)

 

GURNET POINT L.P.

(Other Person)

(Names of Filing Persons)

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

 

21887L107

(Cusip Number of Class of Securities)

 

James Singleton

Secretary

Gurnet Holding Company

c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

Telephone: (617) 588-4900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

 

Copies to:

Michael J. Aiello, Esq.

Eoghan P. Keenan, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$ 517,303,223.15		$ 62,697.15

 

*                           The transaction value was determined by adding (1) the product of (a) $13.00, which is the sum of (i) the closing cash payment of $12.50 per share and (ii) $0.50 per share, which is the maximum amount payable with respect to the contingent value right and (b) the sum of (x) 36,546,444 shares of common stock, par value $0.001 per share (“Shares”), of Corium International, Inc. (“Corium”) issued and outstanding as of the close of business on October 22, 2018, (y) restricted stock units with respect to an aggregate of 165,934 Shares and (z) an aggregate number of 919,325 Shares were reserved for issuance under Corium’s 2014 Employee Stock Purchase Plan; (2) the product of (i) the difference between (x) $13.00 and (y) an exercise price of $9.26 for the outstanding Warrants to Purchase Stock, issued November 7, 2011, by Corium to Oxford Finance LLC (the “Oxford Warrants”) and (ii) 32,380 Shares issuable pursuant to the Oxford Warrants; and (3) the product of (a) the difference between (x) $13.00 and (y) an exercise price of $6.11 (the weighted-average exercise price of the outstanding options as of October 22, 2018) and (b) stock options representing the right to purchase an aggregate of 3,953,955 Shares.

 

**                    The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2019, issued August 24, 2018, by multiplying the transaction value by 0.0001212.

 

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: $62,697.15		Filing Party: Gurnet Merger Sub, Inc.;
		Gurnet Holding Company
Form or Registration No.: Schedule TO-T		Date Filed: October 26, 2018

 

o                      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.

o            Issuer tender offer subject to Rule 13e-4.

o            Going-private transaction subject to Rule 13e-3.

x          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:

 

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

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

 

 

 

 

 

2

 

 

3

 

 

4

 

 

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, including Amendment No. 1 dated November 5, 2018, Amendment No. 2 dated November 13, 2018 and this Amendment, the “Schedule TO”) is filed by Gurnet Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Gurnet Holding Company, a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of Gurnet Point L.P., a Delaware limited partnership (“Sponsor”).  This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of Corium International, Inc., a Delaware corporation (the “Company”), at a purchase price of $12.50 per Share in cash, net of applicable withholding taxes and without interest, plus one non-transferable contingent value right for each Share, which represents the contractual right to receive $0.50 per Share in cash, net of applicable withholding taxes and without interest, following approval by the FDA of the New Drug Application for Corplex Donepezil on or prior to March 31, 2020, as described in and under the conditions set forth in the CVR Agreement (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Merger Agreement (as defined below), the Offer to Purchase, the related Letter of Transmittal, and the Notice of Guaranteed Delivery, copies of which are attached hereto as Exhibits (a)(1)(A), (a)(1)(B), and (a)(1)(C) 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, and is supplemented by the information specifically provided in this Amendment.

 

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

 

This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11.

 

Items 1 through 9 and Item 11.

 

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

“The Offer and withdrawal rights expired as scheduled at the Offer Expiration Time, and the Offer was not extended. Purchaser was advised by the Depositary that, as of the Offer Expiration Time, a total of 31,578,042 Shares had been validly tendered into and not withdrawn from the Offer, representing approximately 86.21% of the aggregate number of Shares then outstanding. In addition, Purchaser was advised by the Depositary that, as of the Offer Expiration Time, Notices of Guaranteed Delivery had been delivered with respect to 2,865,014 Shares, representing approximately 7.82% of the aggregate number of Shares then outstanding. The aggregate number of Shares validly tendered and not validly withdrawn from the Offer satisfied the Minimum Tender Condition that the Shares validly tendered and received in the Offer and not withdrawn prior to the Offer Expiration Time when added to the Shares, if any, owned by Parent and its affiliates, represent at least a majority of the Shares outstanding.

 

All conditions to the Offer having been satisfied, Purchaser has accepted for payment and is promptly paying for in accordance with the terms of the Offer, all Shares that were validly tendered into and not validly withdrawn from the Offer.

 

Following completion of the Offer and the satisfaction or waiver of the other conditions to the merger of Purchaser with and into the Company set forth in the Merger Agreement, Purchaser, Parent and the Company intend to cause the Merger to become effective as soon as practicable following the Offer Acceptance Time and without a meeting of stockholders of the Company in accordance with Section 251(h) of the DGCL. At the Effective Time and as a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time, other than (i) Shares tendered and accepted for payment by Purchaser pursuant to the Offer, (ii) Shares owned by Purchaser, Parent or any other direct or indirect wholly-owned subsidiary of Parent immediately prior

 

5

 

to the Effective Time, (iii) Shares owned by the Company (or held as treasury stock) immediately prior to the Effective Time and (iv) Shares owned by any stockholder who is entitled to demand and has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will automatically be converted into the right to receive the Offer Price, in cash, without interest thereon and net of any required tax withholding.

 

Following the Merger, the Shares will be delisted from and will cease to trade on the NASDAQ and the Shares will be deregistered under the Exchange Act.”

 

Item 12. Exhibits.

 

Item 12 of the Schedule TO is amended and supplemented by adding the following:

 

Exhibit No.		Description
(a)(5)(E)		Press Release of Gurnet Point L.P., announcing expiration of Offer, dated November 27, 2018.**

 

**                       Filed herewith.

 

6

 

SIGNATURES

 

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: November 27, 2018

 

		GURNET MERGER SUB, INC.
	By:	/s/ James Singleton
		Name: James Singleton
		Title: President
		GURNET HOLDING COMPANY
	By:	/s/ James Singleton
		Name: James Singleton
		Title: Secretary
		GURNET POINT L.P.
	By: Waypoint International GP LLC, in its capacity as General Partner of Gurnet Point L.P.
	By:	/s/ James Singleton
		Name: James Singleton
		Title: Manager

 

7

 

EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated October 26, 2018.*
(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Summary Advertisement as published in the New York Times, dated October 26, 2018.*
(a)(5)(A)		Class Action Complaint as filed October 29, 2018 (Wang v. Corium International, Inc., et. al., Case No. 4:18-cv-06590-JSW).*
(a)(5)(B)		Class Action Complaint as filed November 2, 2018 (Schwartz v. Corium International, Inc., et. al., Case No. 3:18-cv-06670-LHK).*
(a)(5)(C)		Class Action Complaint as filed November 5, 2018 (Kent v. Corium International, Inc., et. al., Case No. 1:18-cv-01744-CFC).*
(a)(5)(D)		Class Action Complaint as filed November 6, 2018 (Klein v. Corium International, Inc., et. al., Case No. 4:18-cv-06731-PJH).*
(a)(5)(E)		Press Release of Gurnet Point L.P., announcing expiration of Offer, dated November 27, 2018.**
(b)		Not applicable.
(d)(1)		Agreement and Plan of Merger, dated as of October 11, 2018, among Parent, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 11, 2018).*
(d)(2)		Commitment Letter between Parent and Gurnet Point, L.P. dated as of October 11, 2018.*
(d)(3)		Confidentiality Agreement between the Company and Gurnet Point Capital, LLC dated as of May 17, 2018.*
(d)(4)		Tender and Support Agreement among Parent, Purchaser and Essex Woodlands Health Ventures Fund VII, L.P dated as of October 11, 2018 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by the Company on October 11, 2018). *
(d)(5)		Form of Contingent Value Rights Agreement between Parent and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on October 11, 2018). *
(d)(6)		Transition Bonus Plan of the Company.*
(d)(7)		Press Release of Gurnet Point L.P., announcing the launch of the Offer, dated October 26, 2018. *
(g)		Not applicable.
(h)		Not applicable.

 

*                   Previously filed.

**            Filed herewith.

 

8

Exhibit (a)(5)(E)

 

Gurnet Point Capital Completes Tender Offer for Corium International, Transaction Valued in Excess of $500 Million

 

CAMBRIDGE, Mass., November 27, 2018 - Gurnet Point Capital (“Gurnet Point”), a private investment firm focused on the healthcare and life sciences sectors, announced today that it has completed the previously announced tender offer for all outstanding shares of common stock of Corium International, Inc. (Nasdaq: CORI) (“Corium”), a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty transdermal products.

 

“We are excited to begin our collaboration with the Corium leadership team to bring Corplex Donepezil, a life-changing drug and novel technology, to patients with Alzheimer’s disease as soon as possible,” said Christopher Viehbacher, Managing Partner at Gurnet Point Capital. “Corplex Donepezil’s innovative transdermal dosing system is groundbreaking for Alzheimer’s disease patients and their caregivers, and is designed to provide a once-weekly alternative to a daily medication. We recognize the immediate need and positive impact that this product could have for the Alzheimer’s community, and Gurnet Point can now provide the additional financial resources, technical background and industry expertise to support it through regulatory approval to commercialization.”

 

Mr. Viehbacher concluded, “Together with the Corium management team, we will also look to expand the therapeutic pipeline for the company, focusing initially in neurology and then more broadly as we develop the Corplex platform and its potential for innovative transdermal delivery. We intend to establish a commercial organization that can quickly bring novel products to the market upon regulatory approval, as well as a dedicated sales force to ensure the products are appropriately marketed to prescribers. Our team has decades of experience bringing novel drugs through clinical development to commercialization and we will draw upon our collective knowledge to bring Corplex Donepezil to market. We are excited to build on Gurnet Point’s track record of working with our portfolio companies to develop and implement transformative technologies and health care solutions, and look forward to supporting Corium in its next phase of growth.”

 

Peter Staple, Corium’s CEO, said, “We welcome the support of Gurnet Point and its talented team as we prepare to submit our regulatory application for Corplex Donepezil and begin the next chapter in our company’s history. We look forward to drawing upon the Gurnet Point team’s deep expertise to bring novel transdermal products to market for diseases with unmet needs. Our partnership with Gurnet Point marks an important inflection point in our company’s growth as we expand our leading position in developing new transdermal products that address significant patient need.”

 

The tender offer for all of the outstanding shares of common stock of Corium expired as scheduled at one minute after 11:59 p.m. (New York City time) on November 26, 2018.  The tender consideration was $12.50 per share in cash, plus one non-transferable contingent value right (“CVR”) per share, which represents the contractual right to receive $0.50 per share in cash, following approval by the U.S. Food and Drug Administration of the New Drug Application for Corplex Donepezil, Corium’s lead product candidate, on or prior to March 31, 2020.

 

Continental Stock Transfer and Trust Company, the depositary and paying agent for the tender offer, has advised affiliates of Gurnet Point that 31,578,042 shares of Corium common stock were validly tendered and not validly withdrawn in the tender offer, representing approximately 86.21% percent of Corium’s outstanding shares.  Notices of Guaranteed Delivery were delivered with respect to 2,865,014 additional shares,

 

 

representing approximately 7.82% percent of Corium’s shares, according to Continental.  As all of the conditions to the closing of the tender offer were satisfied, Gurnet Merger Sub, Inc., an affiliate of Gurnet Point, accepted for payment and will promptly pay for all shares validly tendered and not validly withdrawn in the tender offer.

 

Gurnet Point will complete the acquisition of the remaining eligible Corium shares not acquired in the tender offer this morning through a merger of Gurnet Merger Sub, Inc. with and into Corium without a vote of Corium’s stockholders pursuant to Section 251(h) of the General Corporate Law of the State of Delaware. As a result of the merger, Corium shares will no longer be traded on the Nasdaq Global Stock Market, and Corium will become a wholly-owned, privately-held subsidiary of Gurnet Point L.P.  The Company plans to maintain operations in the Menlo Park, CA and Grand Rapids, MI areas.

 

As a result of the merger, all eligible Corium shares that were not validly tendered will be converted into the right to receive the same consideration paid to stockholders that participated in the tender offer.

 

About Alzheimer’s Disease and Corplex Donepezil

 

Alzheimer’s disease is a progressive brain disorder in which the brain cells degenerate and die, causing a steady decline in memory and mental function.  According to the Alzheimer’s Association, an estimated 5.7 million Americans are living with Alzheimer’s disease in 2018; by 2050, this number is projected to rise to 13.8 million.  Alzheimer’s disease is the most common cause of dementia among older adults.  Dementia ranges in severity from mild, when it is just beginning to affect a person’s functioning, to moderate, and severe, when the person must depend on others for the basic activities of day-to-day life.

 

Donepezil (the active ingredient in Aricept®) is the most widely prescribed medication in a class of Alzheimer’s drugs known as cholinesterase inhibitors, and is approved for the treatment of mild, moderate and severe disease.  Donepezil is currently only available in tablet or orally disintegrating tablet form, each administered once daily, presenting compliance challenges for family members and caregivers who cannot rely on patients to consistently take their daily tablets, and is known to cause gastrointestinal side effects, including nausea, vomiting and loss of appetite.

 

Corium’s Corplex Donepezil product candidate is a proprietary once-weekly transdermal patch for delivery of donepezil, which is designed to improve the lives of patients and their caregivers by promoting adherence to prescribed therapy with a less frequent once a week dosing regimen, and the potential to significantly reduce gastrointestinal side effects compared to the daily oral dosing of donepezil.

 

About Corplex

 

Corium’s Corplex system is a novel commercial-stage platform technology designed to broadly enable the transdermal delivery of small molecules, many of which have not previously been amenable to transdermal delivery.  Corium’s Corplex technology has been successfully commercialized in Procter & Gamble’s Crest® Whitestrips products and is being utilized in therapeutic products under development.

 

About Gurnet Point Capital

 

Gurnet Point Capital is a unique healthcare fund founded by Ernesto Bertarelli and led by Chris Viehbacher, who together have decades of expertise in an industry for which they share a passion, both

 

 

as Chief Executives and as investors. With an initial allocation of $2 billion, Gurnet Point is investing long-term capital and supporting entrepreneurs in building a new generation of companies. Based in Cambridge, MA, its remit is global, encompassing life sciences and medical technologies. The fund invests across all stages of product development through to commercialization and does so with an approach that is a hybrid of venture and private equity investing strategies. www.gurnetpointcapital.com.

 

About Corium

 

Corium is a commercial-stage biopharmaceutical company focused on the development, manufacture and commercialization of specialty pharmaceutical products that leverage the company’s broad experience with advanced transdermal and transmucosal delivery systems. Corium has multiple proprietary programs in preclinical and clinical development, focusing primarily on the treatment of neurological disorders, with lead programs in Alzheimer’s disease. Corium has developed and is the sole commercial manufacturer of seven prescription drug and consumer products with partners Mayne Pharma and Procter & Gamble. The company has two proprietary transdermal platforms: Corplex™ for small molecules and MicroCor®, a biodegradable microstructure technology for small molecules and biologics, including vaccines, peptides and proteins. For further information, please visit www.coriumintl.com.

 

Forward-looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties, including, without limitation, statements regarding the expected benefits and costs of the proposed transaction contemplated by the agreement between Gurnet Point and Corium; the likelihood that the milestone underlying the CVR will be achieved; and any statements regarding the assumptions underlying any of the foregoing. Statements containing words such as “could,” “believe,” “expect,” “intend,” “anticipate,” “will,” “may,” or similar expressions constitute forward-looking statements. Forward-looking statements are based on management’s current expectations and projections and are subject to risks and uncertainties, which may cause actual events and results to differ materially from the statements contained herein. Factors that may contribute to such differences include, but are not limited to, risks related to (i) the effect of the transaction on Corium’s ability to retain and hire key personnel, its ability to maintain relationships with its partners, suppliers, licensees and others with whom it does business, or its operating results and business generally; (ii) risks related to diverting management’s attention from Corium’s ongoing business operations; (iii) the risk that unexpected costs will be incurred in connection with the transaction; (iv) changes in economic conditions, political conditions, regulatory requirements, licensing requirements and tax matters; and (v) other factors as set forth from time to time in Corium’s filings with the Securities and Exchange Commission (the “SEC”), which are available on Corium’s investor relations website at ir.coriumgroup.com and on the SEC’s website at www.sec.gov. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, Corium does not intend, and undertakes no duty, to update any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

 

 

Media Contact:

 

Tom Johnson/Blair Hennessy

(212) 371-5999

tbj@abmac.com/bth@abmac.com

 

###