INTRODUCTORY NOTE
As previously reported in the Current Report on Form 8-K filed on March 6, 2026, with the U.S. Securities and Exchange Commission (the “SEC”), on March 6, 2026, Servier Pharmaceuticals LLC, a Delaware limited liability company (“Parent”), Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Servier S.A.S., a French société par actions simplifiée, solely as a guarantor (“Guarantor” and together with Parent and Purchaser, the “Servier Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). All capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, on March 26, 2026, Purchaser commenced a cash tender offer (the “Offer”) to purchase all of the issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”), at a price of $21.50 per share (the “Offer Price”), net to the seller in cash, without interest thereon, and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by the Servier Parties with the SEC on March 26, 2026, as subsequently amended (the “Offer to Purchase”), and the related Letter of Transmittal.
At one minute past 11:59 p.m., Eastern Time, on April 22, 2026 (the “Expiration Time”), the Offer expired and was not further extended. Computershare Trust Company, N.A., the depositary and paying agent for the Offer, advised Purchaser that, as of the Expiration Time, a total of 88,180,910 Shares were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 85.34% of the Shares issued and outstanding as of immediately following the consummation of the Offer. The number of Shares tendered satisfied the Minimum Tender Condition. As the Minimum Tender Condition and each of the other conditions of the Offer were satisfied, on April 23, 2026, Purchaser irrevocably accepted for payment all the Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time, and will pay for such Shares as required by the Merger Agreement.
Following the consummation of the Offer, on April 23, 2026, the Servier Parties completed the acquisition of the Company, pursuant to the terms and conditions of the Merger Agreement, through the merger of Purchaser with and into the Company, and without a meeting of stockholders of the Company in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”).
At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior to the Effective Time, (ii) Shares owned by Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase by Purchaser in the Offer or (iv) Shares that are held by stockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their right to appraisal with respect to such shares under the DGCL) was converted into the right to receive the Offer Price in cash, without interest thereon (the “Merger Consideration”), less any applicable tax withholding.
Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase Shares granted under a Company Equity Incentive Plan or as a non-plan inducement award that was then-outstanding (collectively, the “Company Stock Options”) and unvested became fully vested. At the Effective Time, each Company Stock Option that was then outstanding was cancelled and the holder of such Company Stock Option became entitled to receive a cash payment without interest and less any applicable tax withholding, equal to the product obtained by multiplying (i) the total number of Shares underlying such Company Stock Option and (ii) the excess of the Merger Consideration over the per Share exercise price of such Company Stock Option, if such Company Stock Option had a per Share exercise price less than the Merger Consideration. Any Company Stock Option that had an exercise price per Share that was equal to or greater than the Merger Consideration was cancelled for no consideration at the Effective Time.
Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each restricted stock unit of the Company granted under a Company Equity Incentive Plan (collectively, the “Company RSUs”) that was then outstanding but unvested became immediately vested in full. At the Effective Time, each Company RSU that was
