Servier (DAWN) wins FTC early HSR termination, clearing HSR hurdle for tender offer

Rhea-AI Filing Summary

Servier S.A.S. and its subsidiaries amended the Schedule TO to report that the FTC granted early termination of the HSR waiting period, effective April 7, 2026 at 1:37 p.m. Eastern Time. This satisfies the HSR condition listed in Section 15 of the offer.

The tender offer for all outstanding shares of Day One Biopharmaceuticals, Inc. remains subject to the Offer's other conditions set forth in Section 15. The amendment supplements Item 11 (Certain Legal Matters; Regulatory Approvals) and otherwise leaves the Schedule TO unchanged.

Insights

M&A Regulatory Counsel

HSR early termination clears a key regulatory hurdle for the tender offer.

The FTC's early termination of the HSR waiting period on April 7, 2026 at 1:37 p.m. ET means the statutory 15-day review expired early, satisfying the Schedule TO condition tied to that waiting period. This removes one regulatory timing obstacle to closing.

Remaining closing risk depends on the other conditions in Section 15; the amendment states those conditions remain in force. Parties and counsel should watch for any state or private antitrust actions noted in the filing.

Key Figures

HSR waiting period: 15-day waiting period Early termination effective: April 7, 2026 at 1:37 p.m. ET Schedule TO amendment: Amendment No. 2 +2 more

5 metrics

HSR waiting period 15-day waiting period HSR Act timeline triggered by filings on March 26, 2026

Early termination effective April 7, 2026 at 1:37 p.m. ET FTC granted early termination of the HSR waiting period

Schedule TO amendment Amendment No. 2 Amends Item 11 regarding legal matters and regulatory approvals

Original Schedule TO filing date March 26, 2026 Date parties filed the Schedule TO that triggered HSR review

Signature date April 8, 2026 Date signatures appear on the amendment

Key Terms

HSR Act, Second Request, early termination, waiting period

4 terms

HSR Act regulatory

"Under the HSR Act and the rules and regulations promulgated thereunder"

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

Second Request regulatory

"If within the 15-day waiting period, the FTC or the DOJ issue a Request for Additional Information and Documentary Materials (a "Second Request")"

A "second request" occurs when a government agency reviewing a business deal asks for more information or documents after an initial review. This step helps ensure the deal doesn’t harm competition or consumers, similar to a referee reviewing additional footage before making a final decision. For investors, it signals increased scrutiny that could delay or block the transaction, impacting market expectations.

early termination regulatory

"the FTC granted a request for the early termination of the waiting period under the HSR Act"

waiting period regulatory

"this filing will initiated a 15-day waiting period"

A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

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. 2 (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. This Amendment is being filed to amend and supplement the Item set forth below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 11. Additional Information

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

The information set forth in Section 16 – “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented as follows:

1. The subsection titled “Antitrust Compliance” is hereby amended and restated in its entirety to read as follows (new language bolded and underlined; deleted language struck through):

Under the HSR Act and the rules and regulations promulgated thereunder, certain transactions, including Purchaser’s purchase of Shares pursuant to the Offer, cannot be consummated until, among other things, notifications have been submitted to the FTC and the DOJ and specified waiting period requirements have been satisfied.

Parent and the Company expect to filed their respective Notification and Report Forms pursuant to the HSR Act with the FTC and the DOJ on March 26, 2026, which filing will initiated a 15-day waiting period. If the 15-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m., Eastern Time, of the next day that is not a Saturday, Sunday or federal holiday. Alternatively, to provide the FTC or DOJ with additional time to review the proposed transactions, Parent may withdraw and refile its HSR Notification Forms, following a procedure established pursuant to 16 CFR 803.12(c), starting a new 15-day waiting period. If within the 15-day waiting period, the FTC or the DOJ issue a Request for Additional Information and Documentary Materials (a “Second Request”), the waiting period with respect to the Offer would be extended to 11:59 p.m., Eastern Time, on the tenth day after certification of substantial compliance with such Second Request by Parent (however, the parties could agree with the FTC or DOJ not to consummate the acquisition for some period of time after the waiting period expires). As a practical matter, if a Second Request were issued, it could take a significant period of time to achieve substantial compliance with such Second Request, which could delay the Offer.

The FTC and the DOJ frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the DOJ could take any action under the antitrust laws that it considers necessary, including seeking (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) to enjoin the Merger, (iii) divestiture of substantial assets of the parties, or (iv) to require the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the termination or expiration of the applicable waiting period under the HSR Act, any state or private party may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. See Section 15 – “Conditions of the Offer.”

Neither Parent nor the Company can be certain that a challenge to the Offer or the Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 - “Conditions of the Offer.”

On April 7, 2026, the FTC granted a request for the early termination of the waiting period under the HSR Act, effective April 7, 2026 at 1:37 p.m., Eastern Time. Accordingly, the condition to the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in Section 15 – “Conditions of the Offer.”

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 8, 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

FAQ

What did Servier file about the Day One (DAWN) tender offer?

Servier filed Amendment No. 2 to the Schedule TO reporting the FTC granted early termination of the HSR waiting period. The filing amends Item 11 concerning legal and regulatory approvals and leaves other disclosures unchanged.

When did the HSR waiting period terminate for the DAWN transaction?

The FTC granted early termination effective April 7, 2026 at 1:37 p.m. Eastern Time, satisfying the HSR waiting-period condition in the offer documents.

Does the early termination mean the tender offer will close immediately?

No. Early termination satisfies the HSR waiting-period condition, but the Offer remains subject to the other conditions listed in Section 15. Those remaining conditions must be met before closing.

What is a Second Request and could it still occur?

A Second Request is a formal FTC/DOJ demand for additional information that would extend the HSR timeline. The filing explains a Second Request could delay completion and may materially extend the process if issued.

Who filed the Schedule TO amendment for the DAWN offer?

The Schedule TO amendment was filed by Servier S.A.S., Servier Pharmaceuticals LLC (Parent), and Servier Detroit Inc. (Purchaser), the parties making the tender offer.