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Sun Pharmaceutical Industries Ltd.successfully completed cash tender offered by by Thea Acquisition Corp. (“Thea”), an indirect wholly owned subsidiary of Sun Pharma, for all outstanding shares of common stock of InSite Vision Incorporated (OTCBB: INSV, InSite), which expired at 12:00 midnight, New York City time, (the end of the day) on Tuesday, October 27, 2015.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of the expiration of the tender offer, 104,216,642 shares of common stock of InSite had been tendered into and not properly withdrawn from the tender offer. These shares represent approximately 79% of InSite’s currently outstanding shares of common stock and approximately 68% of InSite’s outstanding shares of common stock on a fully diluted basis (as determined pursuant to the merger agreement among InSite, Ranbaxy, Inc. and Thea). In addition, the depositary has received commitments to tender approximately 379,349 shares of common stock of InSite in accordance with the guaranteed delivery procedures, which, when combined with the shares tendered and not properly withdrawn from the tender offer, represent approximately 79% of InSite’s currently outstanding shares of common stock and 68% of InSite’s outstanding shares of common stock on a fully diluted basis (as determined pursuant to the merger agreement). All InSite shares that were validly tendered into the tender offer and not properly withdrawn have been accepted for payment.
Sun Pharma announced that, following receipt by the depositary of the requisite documents in respect of the shares of InSite common stock that were tendered in accordance with the guaranteed delivery procedures, Thea intends to exercise its option under the merger agreement (the “top-up option”) to purchase directly from InSite an additional number of shares sufficient to give it ownership of one share more than 90% of InSite’s outstanding shares of common stock when combined with the shares of InSite common stock purchased in the tender offer, will represent at least 90% of the outstanding shares of InSite common stock. Sun Pharma then intends to cause Thea to effect a “short-form” merger under Delaware law as promptly as practicable following the exercise of the top-up option, without the need for a meeting of InSite stockholders.
As a result of the merger, (i) each issued and outstanding share of InSite common stock (other than shares of InSite common stock owned by Ranbaxy, Inc., Thea or InSite (or held in its treasury), any subsidiary of Ranbaxy, Inc. or InSite, or by any stockholder of InSite who or which is entitled to and properly demands and perfects appraisal of such shares of InSite common stock pursuant to, and complies in all respects with, the applicable provisions of Delaware law) will be cancelled and converted into the right to receive $0.35 and (ii) each option to acquire shares of InSite common stock that is unexercised and outstanding as of immediately prior to the merger, (A) to the extent not then vested or exercisable, will become fully vested and exercisable contingent upon the completion of the merger and (b) will be cancelled and converted into the right to receive a cash payment in an amount equal to the excess, if any, of $0.35 over the exercise price of such option to acquire shares of InSite common stock.
After the Merger, InSite would be an indirect wholly owned subsidiary of Sun Pharma and InSite will no longer have reporting obligations under the Securities Exchange Act of 1934, as amended.
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