Galenica Announces 85.6% of Relypsa (RLYP) Shares Have Been Tendered

September 1, 2016 9:02 AM EDT
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Galenica Group today announced that its tender offer to purchase the outstanding shares of common stock of Relypsa, Inc., (NASDAQ: RLYP) at USD 32.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, expired at 12:00 midnight New York time, at the end of the day on Wednesday, August 31, 2016. The tender offer was effected by Galenica's indirect wholly owned subsidiary, Vifor Pharma USA Inc.

The depositary for the tender offer has advised that, as of the expiration of the tender offer, a total of 38,673,841 shares of Relypsa's outstanding common stock have been validly tendered and not validly withdrawn (not including any shares tendered pursuant to notices of guaranteed delivery), representing approximately 85.6% of Relypsa's outstanding shares. In addition, the depositary advised that notices of guaranteed delivery have been delivered with respect to 1,842,226 additional shares, representing approximately 4.1% of Relypsa's outstanding shares. All shares that were validly tendered and not validly withdrawn during the offer period have been accepted for payment. Payment for such shares will be made promptly, in accordance with the terms of the offer.

The condition to the tender offer that a majority of Relypsa's outstanding shares be validly tendered has now been satisfied, and Galenica intends to complete its acquisition of Relypsa promptly through a merger under Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of common stock of Relypsa not tendered in the tender offer (other than shares held by Relypsa, Galenica or their respective wholly owned subsidiaries and other than shares held by Relypsa stockholders who have properly and validly perfected their statutory appraisal rights in connection with the merger in compliance with Delaware law) will be converted into the right to receive USD 32.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.



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