KalVista Pharmaceuticals, Inc.

SC 14D9 1 ny20073033x1_sc14d9.htm SC 14D9 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 KalVista Pharmaceuticals, Inc. (Name of Subject Company) (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 483497103 (CUSIP Number of Class of Securities) Brian Piekos Chief Financial Officer 200 Crossing Boulevard Framingham, Massachusetts 01702 (857) 999-0075 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) With copies to: Graham Robinson, P.C. Chadé Severin, P.C. Kirkland & Ellis LLP 200 Clarendon Street Boston, Massachusetts 02116 (617) 385-7500 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. TABLE OF CONTENTS TABLE OF CONTENTS Page Item 1. Subject Company Information. 1 Item 2. Identity and Background of Filing Person. 1 Item 3. Past Contacts, Transactions, Negotiations and Agreements. 3 Item 4. The Solicitation or Recommendation. 13 Item 5. Person/Assets Retained, Employed, Compensated or Used. 37 Item 6. Interest in Securities of the Subject Company. 38 Item 7. Purposes of the Transaction and Plans or Proposals. 38 Item 8. Additional Information. 38 Item 9. Exhibits. 45 Annex I: Opinion of Centerview Partners LLC I-1 i TABLE OF CONTENTS Item 1. Subject Company Information. Name and Address. The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, as it may be amended or supplemented, this “Schedule 14D-9”) relates is KalVista Pharmaceuticals, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 200 Crossing Boulevard, Framingham, Massachusetts 01702, and its telephone number is (857) 999-0075. In this Schedule 14D-9, “we,” “us,” “our,” “Company” and “KalVista” refer to KalVista Pharmaceuticals, Inc. Securities. The title of the class of equity securities to which this Schedule 14D-9 relates is the common stock of the Company, $0.001 par value per share (collectively, the “Shares”). As of the close of business on May 6, 2026, there were (i) 53,240,888 Shares issued and outstanding and no Shares held by the Company as treasury Shares; (ii) 5,000,000 shares authorized of preferred stock, of which no shares are outstanding; (iii) 4,789,390 Shares issuable upon the exercise of outstanding options to purchase Shares (the “Company Options”); (iv) 3,686,552 Shares issuable upon the vesting or settlement of outstanding restricted stock units (“Company RSUs”); (v) 46,104 Shares subject to outstanding purchase rights under the Company’s 2017 Employee Stock Purchase Plan (the “Company ESPP”) (assuming a purchase price equal to the fair market value of a Share on the first day of the current offering period); (vi) 1,630,000 Shares issuable upon the exercise of any warrant issued by the Company; and (vii) 8,551,960 Shares reserved for future issuance upon conversion of convertible senior notes issued under the Convertible Senior Notes Indenture (as defined below). Item 2. Identity and Background of Filing Person. Name and Address. The name, address and telephone number of the Company, which is the person filing this Schedule 14D-9, are set forth above in the section captioned “ Item 1. Subject Company Information — Name and Address .” Tender Offer. This Schedule 14D-9 relates to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) by (i) Chiesi Farmaceutici S.p.A., an Italian società per azioni (“Parent”) and (ii) Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). The Schedule TO relates to the tender offer to purchase all of the outstanding Shares of the Company for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 13, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) and the other exhibits to the Tender Offer Statement on Schedule TO (the Schedule TO, collectively with the Offer to Purchase and the Letter of Transmittal, constitute the “Offer”). The Offer to Purchase and the Letter of Transmittal are being mailed to the Company’s stockholders together with this Schedule 14D-9 and are filed as Exhibits (a)(1)(A) and (a)(1)(B) to this Schedule 14D-9, respectively, and are incorporated herein by reference. Copies of certain letters distributed by Parent in connection with the Offer as well as Parent’s Summary Advertisement published in The New York Times are filed as Exhibits (a)(1)(D), (a)(1)(E) and (a)(1)(F) to this Schedule 14D-9, respectively, and are incorporated herein by reference. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 29, 2026 (as it may be amended or supplemented from time to time, the “Merger Agreement”), among Parent, Purchaser, the Company and KalVista Pharmaceuticals Limited, a private limited company organized under the laws of England and Wales (“KalVista UK”). The below summary of the Merger Agreement is qualified in its entirety by the description contained in Section 11 ( The Merger Agreement; Other Agreements ) of the Offer to Purchase and a copy of the Merger Agreement has been filed as Exhibit (e)(1) to this Schedule 14D-9 and each is incorporated herein by reference. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. 1 TABLE OF CONTENTS The Merger Agreement provides, among other things, that if the Offer is consummated, as soon as practicable (and in no event later than one business day) following the consummation of the Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, and in accordance with the relevant provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and other applicable Legal Requirements, Purchaser will merge with and into the Company (the “Merger”), the separate existence of Purchaser will cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”), becoming a wholly owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the DGCL and will be effected without a vote of the stockholders of the Company. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as may be agreed upon by the parties to the Merger Agreement in writing and specified in the certificate of merger, the “Effective Time”) (other than (i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), (ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser or any other direct or indirect wholly owned subsidiary of Parent or Purchaser (including, for the avoidance of doubt, any Shares acquired by Purchaser in the Offer), and (iii) any Shares held by Company stockholders who are entitled to appraisal rights and who have properly exercised and perfected their statutory rights of appraisal pursuant to, and who comply in all respects with, Section 262 of the DGCL and who, as of the Effective Time,