Chiesi Farmaceutici SpA

SC TO-T/A 1 ny20075233x1_sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) KALVISTA PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) Skyline Merger Sub, Inc. (Offeror) A Wholly Owned Subsidiary of CHIESI FARMACEUTICI S.P.A. (Parent of Offeror) Common Stock par value $0.001 per share (Title of Class of Securities) 483497103 (CUSIP Number of Class of Securities) Michael R. Gordon Executive Vice President and Group General Counsel Chiesi Farmaceutici S.p.A. Via Palermo 26/A 43122 Parma, Italy +39 0521 2791 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) With copies to: Zachary Blume Ropes & Gray LLP 800 Boylston Street, Prudential Tower Boston, MA 02199 Telephone: (617) 951-7000 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ☒ Third-party tender offer subject to Rule 14d-1. ☐ Issuer tender offer subject to Rule 13e-4. ☐ Going-private transaction subject to Rule 13e-3. ☐ Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: ☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed by Skyline Merger Sub, Inc., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Chiesi Farmaceutici S.p.A., an Italian società per azioni (“Parent”), with the U.S. Securities and Exchange Commission on May 13, 2026 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of KalVista Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for $27.00 per Share, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2026 (together with any amendments, supplements or modifications thereto, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (together with any amendments, supplements or modifications thereto, the “Letter of Transmittal”), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment No. 1 is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase. Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. Items 1 through 9 and Item 11. The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: (a) Section 16 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph at the end of the subsection titled “Antitrust and Foreign Direct Investment (“FDI”) Compliance”: “On May 13, 2026, the ultimate parent entities of Parent and the Company each filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. The required waiting period under the HSR Act with respect to the Offer expired at 11:59 p.m., Eastern Time on May 28, 2026. Accordingly, the condition in Section 15 - “Conditions of the Offer” of the Offer to Purchase requiring that any waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied.” (b) Section 16 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is hereby amended and supplemented by adding the following sentence at the end of the subsection titled “Germany Antitrust”: “On May 27, 2026, the Transactions were deemed to not satisfy the prohibition criteria of the GWB following a communication by the FCO.” (c) Section 16 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is hereby amended and supplemented by adding the following sentence at the end of the first paragraph of subsection titled “Italy FDI”: “On May 29, 2026, the Italian FDI Authority notified Parent that it will not object to the Transactions do not fall within the scope of Italian Decree Law No. 21/2012.” (d) Section 1 6 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is hereby amended and supplemented by adding a subsection entitled “Legal Proceedings Relating to the Offer” as follows: “Legal Proceedings Relating to the Offer. Since the initial filing of the Schedule 14D-9, the Company has received twelve demand letters from purported holders of Shares (each, a “Demand Letter”, and collectively, the “Demand Letters”). Each Demand Letter alleges disclosure deficiencies in the Schedule 14D-9 and demands issuances of corrective disclosures. Parent believes that the claims asserted in the Demand Letters are without merit. In addition, two complaints have been filed as individual actions in the Supreme Court of the State of New York County. The Complaints assert, among other things, claims for negligent misrepresentation and concealment and negligence under New York common law against all defendants. The Complaints allege that the Schedule 14D-9 omitted certain purportedly material information. Among other relief, the Complaints seek (i) an injunction prohibiting consummation of the Transactions, (ii) rescission or actual and punitive damages if the Transactions are consummated, and (iii) an award of the plaintiffs’ fees and expenses, including reasonable attorneys’ and experts’ fees and expenses. As of June 1, 2026, Parent was not aware of the filing of any lawsuits or the submission of any other demand letters or draft complaints challenging the Transactions and/or alleging deficiencies with respect to the Schedule 14D-9; however, such lawsuits, demand letters or draft complaints may be filed or submitted, as applicable, in the future. If such additional similar lawsuits, demand letters or draft complaints are filed or submitted, as applicable, absent new or different allegations that are material, Parent, Purchaser or the Company will not necessarily announce such additional filings or submissions. Lawsuits may be filed against the Company, the Company Board, Parent and/or Purchaser in connection with the Transactions, the Schedule TO and the Schedule 14D-9.” (e) Schedule I of the Offer to Purchase is hereby amended and restated in its entirety as follows: SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER, PARENT AND VALLINE 1. PURCHASER The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of the directors and executive officers of Purchaser are set forth below. The business address of Purchaser is Skyline Merger Sub, Inc., One Boston Place, Suite 4000, Boston, MA 02108. The telephone