The disclosure in the section entitled “The Mergers” under the
heading “Background of the Mergers”, beginning on page 62 of the
Definitive Proxy Statement, is hereby amended by:
Amending and restating the fourth full paragraph on page 71
under the heading “Background of the Mergers” as follows (with new
text in underline):
On July 23, 2020, Eidos entered into a mutual
confidentiality agreement with a large international
pharmaceuticals company, Company C, to facilitate the sharing of
information with respect to a potential licensing and collaboration
transaction. The confidentiality agreement did not contain a
standstill provision.
On August 16, 2020, Company C, delivered a proposal to
Eidos management with respect to a potential licensing and
collaboration transaction between Eidos and Company C (the
“August 16 collaboration proposal”). Eidos management shared the
August 16 proposal with the Eidos board promptly
thereafter.
Amending and restating the second full paragraph on page 75
under the heading “Background of the Mergers” as follows (with new
text in underline):
On September 24, 2020, the Eidos special committee held a
videoconference meeting, with representatives of Centerview,
Cravath and Guidehouse participating. Representatives of Guidehouse
reviewed the assumptions underlying the BridgeBio management
projections and assumptions regarding Eidos that had been discussed
with Eidos management during due diligence calls, as well as
Guidehouse’s recommended adjustments to such assumptions. The Eidos
special committee discussed the assumptions made by management of
BridgeBio and Eidos as well as Guidehouse’s recommended
adjustments, and directed Centerview to make additional adjustments
to the BridgeBio management projections, including adjustments
to the probability of success of, timing of regulatory approval and
expected launch dates for, and pricing and peak net sales amounts
in respect of, certain of BridgeBio’s product candidates.
Amending and restating the third full paragraph on page 84 under
the heading “Background of the Mergers” as follows (with new text
in underline):
After the meeting, representatives of Cravath contacted
representatives of outside legal counsel to Company C to convey the
Eidos special committee’s request and also shared a draft
confidentiality agreement between Company C and Eidos, which
would replace the existing confidentiality agreement between Eidos
and Company C in order to facilitate the sharing of information
with respect to a potential acquisition of Eidos by Company C. The
draft confidentiality agreement did not contain a standstill
provision. Company C did not execute the confidentiality
agreement.
Following the partial first paragraph on page 86 under the
heading “Background of the Mergers” inserting the following new
paragraphs:
On December 11, 2020, BridgeBio filed an amendment to the
registration statement on Form S-4 of which this joint proxy
statement/prospectus forms a part, which included disclosures
regarding the inquiries from Company C regarding a potential
transaction with Eidos.
Later on December 11, 2020, Company C delivered a letter to
the Eidos special committee (the “December 11 Company C letter”)
informing the Eidos special committee that given the circumstances,
following the amendment to the registration statement, Company C
had determined not to submit a revised proposal for a transaction
involving Eidos at that time.
On December 12, 2020, the Eidos special committee held a
telephonic meeting, with representatives of Centerview and Cravath
participating. The Eidos special committee noted that, in light of
BridgeBio’s positions on Company C’s prior inquiries and the fact
that each of the transactions previously proposed by Company C
included terms and conditions that by their nature could only be
granted or satisfied with the approval of BridgeBio in its capacity
as majority stockholder of Eidos, Company C would need to revise
its proposals to either propose a transaction that BridgeBio, in
its capacity as majority stockholder of Eidos, was willing to
approve or propose a transaction that would not require the
approval of BridgeBio. After discussion, the Eidos special
committee determined that, notwithstanding the December 11
Company C letter, it was advisable to indicate its willingness to
continue discussions with Company C.
On December 13, 2020, the Eidos special committee delivered a
letter to Company C informing Company C that the Eidos special
committee was willing to continue engaging in further discussions
with Company C, particularly in connection with a revised proposal
for a transaction which would offer increased consideration payable
to Eidos’ stockholders (other than BridgeBio and its subsidiaries)
compared to the merger agreement and is reasonably capable of being
consummated on the terms proposed.
On December 23, 2020, the Eidos special committee held a
telephonic meeting to prepare for an upcoming meeting with a proxy
advisory firm regarding the mergers, with representatives of
Centerview and Cravath participating. The Eidos special committee
discussed the previous inquiries from Company C, noting that
(1) Company C had not submitted any