Rain Stockholders to Receive $1.16 Per Share in Cash Plus Contingent Value Rights
Following the closing of the tender offer, Merger Sub merged with and into Rain. (Credit: Rock Staar on Unsplash)
Pathos AI, Inc. (“Pathos”) today announced that it has, through its wholly owned subsidiary WK Merger Sub, Inc. (“Merger Sub”), successfully completed its tender offer to acquire all outstanding shares of the common stock of Rain Oncology Inc. (Nasdaq: RAIN) (“Rain”) for $1.16 per share in cash plus one contingent value right per share (each, a “CVR”), which CVR shall represent the right to receive potential payments pursuant to the terms and subject to the conditions of the Contingent Value Rights Agreement, dated as of January 26, 2024, by and among Pathos, Merger Sub, Equiniti Trust Company, LLC, and Fortis Advisors LLC.
The tender offer expired as scheduled at one minute after 11:59 p.m., Eastern Time, on January 25, 2024.
As of the expiration of the tender offer, a total of 28,031,182 shares of Rain common stock had been validly tendered and not validly withdrawn from the tender offer, representing approximately 77% of the outstanding shares of Rain common stock.
The conditions to the tender offer were satisfied and Merger Sub has accepted for payment and will promptly pay for all validly tendered shares.
Following the closing of the tender offer, Merger Sub merged with and into Rain (the “Merger”) and all shares of Rain common stock that were not validly tendered and remained issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the treasury of Rain or owned, directly or indirectly, by Parent or its subsidiaries, or by any stockholder of Rain who was entitled to and properly demanded appraisal of such shares pursuant to Delaware law) were cancelled and converted into the right to receive the same $1.16 per share in cash plus one CVR per share. As a result of the Merger, Rain became a wholly owned subsidiary of Pathos. Shares of Rain common stock have ceased trading on Nasdaq and Pathos intends promptly to cause such shares to be delisted.
Source: Company Press Release