Sun Pharmaceutical Industries has successfully completed the cash tender offer by Thea Acquisition Corp. (Thea), an indirect wholly owned subsidiary of Sun Pharma, for all outstanding shares of common stock of InSite Vision Incorporated (InSite). 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expiration of the tender offer, 104,216,642 shares of common stock of InSite had been tendered into and not properly withdrawn from the tender offer.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 per cent of InSite’s currently outstanding shares of common stock and approximately 68 per cent 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in accordance with the guaranteed delivery procedures, which, when combined with the shares tendered and not properly withdrawn from the tender offer, represent approximately 79 per cent of InSite’s currently outstanding shares of common stock and 68 per cent of InSite’s outstanding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 All InSite shares that were validly tendered into the tender offer and not properly withdrawn have been accepted for payment.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 per cent 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 per cent 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.
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.