This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Foliage
Merger Sub, Inc., a Delaware corporation (“Purchaser”), and Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“Parent”), to purchase all of the issued and outstanding shares of common stock, par
value $0.001 per share (the “Shares”), of Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for (i) $8.00 per Share, in cash, subject to any applicable withholding of taxes and without interest, plus
(ii) one non-transferable contingent value right (each, a “CVR”) per Share, subject to any applicable withholding of taxes and without interest, which represents the right to receive contingent
payments of up to $3.50 per Share, in cash, in the aggregate, subject to any applicable withholding of taxes and without interest, upon the achievement of certain milestones prior to December 31, 2029, in each case, upon the terms and subject
to the conditions described in the Offer to Purchase, dated February 2, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments
or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a) (1)(A) and (a)(1)(B), respectively. Purchaser is a wholly owned indirect subsidiary of Parent. This
Schedule TO is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. A copy of the Agreement and Plan of Merger, dated as of
January 19, 2023, among the Company, Parent and Purchaser is attached as Exhibit (d)(1) hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the
section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The subject company and the issuer of the securities subject to the Offer is Concert Pharmaceuticals, Inc. Its principal executive office is located at 65
Hayden Avenue, Suite 3000N, Lexington, MA 02421, and its telephone number is (781) 860-0045.
(b) This
Schedule TO relates to Shares. According to the Company, as of the close of business on January 30, 2023, (i) 62,211,678 Shares were issued and outstanding, (ii) 4,848,632 Shares were subject to issuance pursuant to outstanding options to
acquire Shares, (iii) 816,043 Shares were subject to issuance pursuant to outstanding restricted stock unit awards of the Company subject to vesting conditions based solely on continued employment or service, (iv) 281,475 Shares were subject to
outstanding restricted stock units of the Company subject to any performance-based vesting conditions (assuming all performance conditions have been achieved in full), (v) 200,601 Shares were held by the Company as treasury shares and (vi) 1,800,000
Shares were subject to issuance pursuant to warrants.
(c) The information concerning the principal market, if any, in which the Shares are traded and
certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in Section 6—“Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) - (c) The
filing companies of this Schedule TO are (i) Parent and (ii) Purchaser. Parent’s principal executive office is located at Sun House, CTS No. 201 B/1, Western Express Highway, Goregaon (E), Mumbai 400063 and its telephone number
is (+91 22) 4324 4324. Purchaser’s principal executive office is located at c/o Sun Pharmaceutical Industries, Inc., 2 Independence Way, Princeton, New Jersey 08540 and its telephone number is
(609) 720-9200. The information regarding Purchaser and Parent set forth in Section 9—“Certain Information Concerning Parent and Purchaser” and Schedule A of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a), (b) The information set forth in Section 8—“Certain Information Concerning the Company,” Section 9—“Certain Information
Concerning Parent and Purchaser,” Section 10—“Background of the Offer; Contacts with the Company,” Section 11—“Purpose of the Offer and Plans for the Company; Summary of the Merger Agreement, Contingent Value
Rights Agreement and Certain Other Agreements” and Schedule A of the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE
TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1) - (7) The information set forth in the sections of the Offer to Purchase titled “Summary Term
Sheet” and “Introduction” and in Section 6—“Price Range of Shares; Dividends,” Section 7—“Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and
Margin Regulations” and Section 11—“ Purpose of the Offer and Plans for the Company; Summary of the Merger Agreement, Contingent Value Rights Agreement and Certain Other Agreements” of the Offer to Purchase is incorporated
herein by reference.
1