Servier (DAWN) closes takeover — 88.18M shares tendered, delisting planned

Rhea-AI Filing Summary

Day One Biopharmaceuticals was acquired by Servier through a tender offer and merger. The Offer expired at one minute past 11:59 p.m. Eastern on April 22, 2026, and 88,180,910 Shares, representing approximately 85.34% of issued and outstanding shares as of the Expiration Time, were validly tendered and not properly withdrawn. Purchaser accepted for payment those tendered shares and completed the merger on April 23, 2026 under Section 251(h) of the DGCL, making the Company a wholly owned subsidiary of Parent. At the Effective Time, each non‑tendered issued and outstanding share (other than shares subject to appraisal or owned by the parties) was converted into the right to receive the Offer Price. Trading in the Shares ceased on Nasdaq prior to trading on April 23, 2026, and Parent requested delisting/deregistration actions including filing Form 25 and an intention to file Form 15 to terminate registration and suspend reporting obligations.

Insights

M&A Corporate Counsel

Transaction closed via tender offer and Section 251(h) merger; delisting and deregistration steps initiated.

The filing confirms that 88,180,910 shares (≈85.34%) were validly tendered and accepted, satisfying the Minimum Tender Condition and enabling the Purchaser to complete the merger on April 23, 2026. The merger used the short-form route under Section 251(h) of the DGCL, allowing conversion of remaining non‑tendered shares into the Offer Price without separate merger votes.

Parent requested Nasdaq delisting via Form 25 and intends to file Form 15 to suspend reporting under the Exchange Act; timing of SEC action and appraisal proceedings (if any) will determine remaining minority‑holder remedies.

Corporate Governance Advisor

Public company reporting will be suspended and shares delisted following the completed acquisition.

Because trading ceased and delisting/deregistration steps were requested, the company's public reporting obligations under Sections 13 and 15(d) are expected to be suspended after Form 15 is filed. This shifts compliance and disclosure responsibilities from public filings to parent company disclosures for the subsidiary.

Stockholders who did not tender may pursue appraisal rights under the DGCL; holders should review the merger consideration mechanics and any appraisal deadlines stated in prior offer materials.

Key Figures

Shares tendered: 88,180,910 shares Percent tendered: 85.34% Merger effective: April 23, 2026 +2 more

5 metrics

Shares tendered 88,180,910 shares Validly tendered as of the Expiration Time (April 22, 2026)

Percent tendered 85.34% Percentage of issued and outstanding Shares as of the Expiration Time

Merger effective April 23, 2026 Completion of merger under Section 251(h) of the DGCL

Delisting action Form 25 filed/requested Requested to delist and deregister Shares from Nasdaq

Registration termination Form 15 intended Parent and Company intend to file Form 15 to terminate registration under Section 12(g)

Key Terms

Schedule TO, Section 251(h) of the DGCL, Form 25, Form 15, +1 more

5 terms

Schedule TO regulatory

"The Schedule TO relates to the offer by the Servier Parties for all of the issued and outstanding shares"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Section 251(h) of the DGCL legal

"through the merger of Purchaser with and into the Company in accordance with Section 251(h) of the DGCL"

Form 25 regulatory

"requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intend to file a certification and notice of termination of registration on Form 15 with the SEC"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

appraisal rights legal

"stockholders of the Company who were entitled to and who properly exercised appraisal rights in accordance with the DGCL"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 08:31 AM Learn about SEC filing dates

FAQ

What was the result of Servier's tender offer for Day One Biopharmaceuticals (DAWN)?

The Offer resulted in 88,180,910 shares validly tendered, about 85.34% of outstanding shares. Those tendered shares were accepted for payment and the merger closed on April 23, 2026.

Has Day One Biopharmaceuticals (DAWN) been acquired and merged?

Yes. The Purchaser completed a merger under Section 251(h) of the DGCL on April 23, 2026, making Day One a wholly owned subsidiary of the Parent company.

What happens to shares that were not tendered in the Offer for DAWN?

Each issued and outstanding non‑tendered share was converted into the right to receive the Offer Price at the Effective Time, except shares held by the parties or by stockholders who properly exercised appraisal rights.

Will DAWN remain listed and continue SEC reporting after the merger?

No. Trading in the Shares ceased on Nasdaq before April 23, 2026; Parent requested delisting via Form 25 and intends to file Form 15 to terminate registration and suspend SEC reporting obligations.

Do non‑tendering shareholders have remedies after the merger?

Holders who neither tendered nor received payment and who were entitled to exercise appraisal rights may pursue statutory appraisal under the DGCL, subject to the timing and procedures in the merger documentation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

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

of the Securities Exchange Act of 1934

DAY ONE BIOPHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

SERVIER DETROIT INC.

(Names of Filing Persons (Offeror))

a direct wholly owned subsidiary of

SERVIER PHARMACEUTICALS LLC

(Names of Filing Persons (Parent of Offeror))

an indirect wholly owned subsidiary of

SERVIER S.A.S.

(Names of Filing Persons (Parent of Offeror))

Common stock, $0.0001 par value per share

(Title of Class of Securities)

23954D109

(CUSIP Number of Class of Securities)

Deniz Razon

Chief Business Officer

Servier Pharmaceuticals LLC

200 Pier Four Boulevard

7th Floor

Boston, MA 02210

Telephone: (800) 807-6124

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Piotr Korzynski

Michael S. Pilo

Michael F. DeFranco

Michelle Carr

Baker & McKenzie LLP

300 East Randolph Street, Suite 5000

Chicago, Illinois 60601

Telephone: (312) 861-8000

☐  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:

☒  Third-party tender offer subject to Rule 14d-1.

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

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

☐  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: ☒

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. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed by Servier S.A.S., a French société par actions simplifiée (“Servier”), Servier Pharmaceuticals LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Servier (“Parent”), and Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser” and together with Servier and Parent, the “Servier Parties”), on March 26, 2026. The Schedule TO relates to the offer by the Servier Parties for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Day One Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), upon the terms and subject to the conditions set forth in Offer to Purchase, the related Letter of Transmittal and the related Notice of Guaranteed Delivery, each as defined in the Schedule TO, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.

Except to the extent specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Items 1 through 9 and Item 11.

The disclosure in 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, is hereby amended and supplemented by adding the following paragraphs:

“The Offer expired at one minute following 11:59 p.m., Eastern Time, on April 22, 2026 (the “Expiration Time”), and was not extended. According to the Depositary, as of the Expiration Time, 88,180,910 Shares, representing approximately 85.34% of the issued and outstanding Shares as of the Expiration Time, had been validly tendered and not properly withdrawn. As of the Expiration Time, the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition.

Purchaser has accepted for payment, and will promptly pay for, all Shares that were validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time.

On April 23, 2026, the Servier Parties completed the acquisition of the Company pursuant to the terms of the Merger Agreement, through the merger of Purchaser with and into the Company in accordance with Section 251(h) of the DGCL, with the Company continuing as the surviving corporation in the Merger and thereby becoming a wholly owned subsidiary of Parent. At the Effective Time of the Merger, each issued and outstanding Share not tendered into the Offer (other than any Shares owned by the Company or the Servier Parties or held by any stockholders of the Company who were entitled to and who properly exercised appraisal rights in accordance with the DGCL) was automatically converted into the right to receive the Offer Price.

The Shares ceased to trade on Nasdaq prior to the commencement of trading on April 23, 2026, and the Company has requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Parent and the Company intend to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares and take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.”

A copy of the press release issued by Parent on April 23, 2026, announcing the expiration and results of the Offer is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.”

Item 12. Exhibits.

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

Exhibit No.		Description
(a)(5)(D)		Press Release issued by Parent on April 23, 2026.

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: April 23, 2026				SERVIER DETROIT INC.
				/s/ David Lee
				Name:		David Lee
				Title:		President and Secretary
				SERVIER PHARMACEUTICALS LLC
				/s/ David Lee
				Name:		David Lee
				Title:		Chief Executive Officer
				SERVIER S.A.S.
				/s/ Olivier Laureau
				Name:		Olivier Laureau
				Title:		President