Announcement • Jun 09

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Shin Nippon Biomedical Laboratories, Ltd. (TSE:2395) completed the acquisition of the remaining 91.6% stake in Satsuma Pharmaceuticals, Inc. (NasdaqGM:STSA) from a group of sellers.

Shin Nippon Biomedical Laboratories, Ltd. (TSE:2395) entered into an agreement to acquire the remaining 91.6% stake in Satsuma Pharmaceuticals, Inc. (NasdaqGM:STSA) from a group of sellers for $27.6 million on April 16, 2023. Under the terms of the transaction SNBL will acquire all the remaining shares of common stock of Satsuma through a tender offer, for a price of $0.91 per share in cash. In addition, SNBL will issue one non-tradeable CVR, represents the right to additional payments of up to $5.77 per share, in total in the event where Satsuma’s STS101 is approved by the FDA and commercialized, and SNBL achieves cumulative financial return objectives of up to $500 million. The purchase price will be funded from existing cash. Post the completion of the transaction, SNBL will hold 100% stake in Satsuma. The merger agreement also provides that the payment of a $905,136 termination fee will be payable by Satsuma to Shin Nippon. As part of the merger, Satsuma will terminate the employment of each of John Kollins, President and Chief Executive Officer of the Company, and Tom O’Neil, Chief Financial Officer of the Company, effective as of the closing of the Offer. Prior to the closing, such executive officers shall remain in their current positions with their current compensation.The transaction is subject to the tender of a majority of Satsuma’s outstanding shares, minimum cash condition and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of both SNBL and Satsuma. The tender offer period is planned from April 2023 to May 2023, with the initial period of the tender offer to commence within 15 business days following the execution of definitive agreement. The expiration of the tender offer is on June 5, 2023. American Stock Transfer & Trust Company acted as transfer agent and depository bank to Satsuma. Joshua M. Dubofsky of Latham & Watkins LLP acted as legal advisor to Satsuma. Ian B. Edvalson of Wilson Sonsini Goodrich & Rosati P.C. acted as legal advisor to Wilson Sonsini Goodrich & Rosati P.C. Lazard acted as lead financial advisor and Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider to Satsuma. D.F. King & Co., Inc. acted as information agent to Satsuma.Shin Nippon Biomedical Laboratories, Ltd. (TSE:2395) completed the acquisition of the remaining 91.6% stake in Satsuma Pharmaceuticals, Inc. (NasdaqGM:STSA) from a group of sellers on June 8, 2023. The Offer expired at the end of June 5, 2023. Total of 21,979,704 Shares were validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 66.0618% of the fully-diluted capitalization of Satsuma.

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Shin Nippon Biomedical Laboratories, Ltd. (TSE:2395) completed the acquisition of the remaining 91.6% stake in Satsuma Pharmaceuticals, Inc. (NasdaqGM:STSA) from a group of sellers.

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