Pathos AI, Inc. completed the acquisition of Rain Oncology Inc. on January 26, 2024.
The closing of the tender offer is subject to certain conditions, including the tender of Rain shares representing at least one share more than 50% of the total number of outstanding shares of common stock as of immediately prior to consummation of the tender offer; the availability of at least $49.6 million of cash and cash equivalents, net certain liabilities at closing; and other customary conditions. The stockholders holding approximately 44.0% of the outstanding shares of Rain common stock have entered into support agreements with Pathos pursuant to which they have agreed to tender their shares in the tender offer. The Rain Board of Directors voted unanimously to approve the proposed offer. Rain?s board of directors has unanimously recommended that shareholders accept the offer. If the tender offer is successful, the transaction is expected to close in January 2024. On December 27, 2023, Pathos AI commenced the offer pursuant to the merger agreement. The offer will expire on January 25, 2024, unless the offer is extended. Leerink Partners is acting as exclusive financial advisor and fairness opinion provider and Ryan A. Murr, Branden C. Berns, Chris Trester and Robert Phillips of Gibson, Dunn & Crutcher LLP are acting as legal counsel to Rain. Mitchell S. Bloom, Robert Masella, Jean A. Lee, Daniel S. Karelitz, Sarah M. Bock, Timothy Holahan, Matt Wetzel, Tim Worden, Catherine McCarty, Shane Albright, Jacqueline Klosek, Alexander Varond, Brian H. Mukherjee, Robert H. Fitzgerald and Caroline H. Bullerjahn of Goodwin Procter LLP are acting as legal counsel to Pathos. Equiniti Trust Company, LLC acted as the depositary and paying agent for the offer. MacKenzie Partners, Inc. acted as information agent for the offer.
Pathos AI, Inc. completed the acquisition of Rain Oncology Inc. (NasdaqGS:RAIN) on January 26, 2024. The offer expired at one minute after 11:59 p.m., Eastern Time, on January 25, 2024. The Equiniti Trust Company, LLC and Fortis Advisors LLC advised Pathos AI that, as of the expiration of the Offer, a total of 28,031,182 Shares were validly tendered and not validly withdrawn, representing approximately 77% of the Shares outstanding as of the expiration of the Offer. As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other conditions to the Offer were satisfied. Promptly after the expiration of the Offer, Pathos AI accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. 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 were cancelled and converted into the right to receive the same consideration. 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.