DuPont to Acquire Tarsus Pharmaceuticals for $1.1 Billion

TL;DR

DuPont is buying Tarsus for $1.1B ($23/share cash), deal expected H2 2024.

AI Summary

Tarsus Pharmaceuticals, Inc. announced on March 5, 2024, that it has entered into a definitive agreement to be acquired by E.I. du Pont de Nemours and Company. The transaction is valued at approximately $1.1 billion, with shareholders to receive $23.00 per share in cash. This acquisition is expected to close in the second half of 2024.

Why It Matters

This acquisition signifies a major consolidation in the pharmaceutical sector, potentially impacting the development and availability of Tarsus's products and creating significant value for its shareholders.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which could delay or prevent the transaction from closing.

Key Numbers

• $1.1B — Acquisition Value (Total amount DuPont is paying for Tarsus Pharmaceuticals.)
• $23.00 — Per Share Price (Cash amount shareholders will receive for each Tarsus share.)

Key Players & Entities

• Tarsus Pharmaceuticals, Inc. (company) — Company being acquired
• E.I. du Pont de Nemours and Company (company) — Acquiring company
• $1.1 billion (dollar_amount) — Total value of the acquisition
• $23.00 (dollar_amount) — Per share cash price
• March 5, 2024 (date) — Date of the announcement
• second half of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share TARS The Nasdaq Sto
• $32.00 — price to the public in the Offering was $32.00 per share and $31.9999 per pre-funded w
• $31.9999 — n the Offering was $32.00 per share and $31.9999 per pre-funded warrant, which was the p
• $30.08 — he Underwriting Agreement at a price of $30.08 per share and a price of $30.0799 per p
• $30.0799 — rice of $30.08 per share and a price of $30.0799 per pre-funded warrant. Under the ter
• $107.8 m — received net proceeds of approximately $107.8 million, after deducting underwriting dis

Filing Documents

• tars-20240305.htm (8-K) — 24KB
• 0001819790-24-000024.txt ( ) — 148KB
• tars-20240305.xsd (EX-101.SCH) — 2KB
• tars-20240305_lab.xml (EX-101.LAB) — 22KB
• tars-20240305_pre.xml (EX-101.PRE) — 13KB
• tars-20240305_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. Tarsus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), previously disclosed that it had entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, BofA Securities, Inc., and Guggenheim Securities, LLC, acting as representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"), relating to the sale of 2,812,500 shares of the Company's common stock, par value $0.0001 per share, and, in lieu of common stock to a certain investor, pre-funded warrants to purchase 312,500 shares of its common stock (the "Offering"). The price to the public in the Offering was $32.00 per share and $31.9999 per pre-funded warrant, which was the price to the public of each share of common stock sold in the Offering, minus the $0.0001 exercise price per pre-funded warrant. Each pre-funded warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. T he Underwriters agreed to purchase the shares and the pre-funded warrants from the Company pursuant to the Underwriting Agreement at a price of $30.08 per share and a price of $30.0799 per pre-funded warrant. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 468,750 shares, which the Underwriters exercised in full on March 1, 2024. On March 5, 2024, the Offering closed, and the Company completed the sale and issuance of an aggregate of 3,281,250 shares of common stock, including the exercise in full of the underwriters' option to purchase additional shares, and pre-funded warrants to purchase 312,500 shares of common stock. The Company received net proceeds of approximately $107.8 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TARSUS PHARMACEUTICALS, INC. Date: March 5, 2024 /s/ Jeffrey S. Farrow Jeffrey S. Farrow Chief Financial Officer and Chief Strategy Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR