Swedish Orphan Biovitrum AB (Sobi)(STO:SOBI), a specialised international biopharmaceutical company transforming the lives of people with rare diseases, announced on Friday the commencement of a tender offer through its indirect wholly owned subsidiary, Dragonfly Acquisition Corp (Dragonfly), to purchase all outstanding shares of Dova Pharmaceuticals Inc (Dova) (Nasdaq: DOVA) at a price of USD27.50 per share in cash plus one non-tradeable Contingent Value Right (CVR).

This CVR entitles Dova shareholders to an additional USD1.50 per share if Dova achieves approval by the US Food and Drug Administration (FDA) of a 'New Drug Application' or a 'Supplemental New Drug Application' for any pharmaceutical preparation for human use containing or comprising avatrombopag in any dosage form or formulation, presentation and line extension and in any mode of administration for the treatment of chemotherapy-induced thrombocytopenia in patients receiving chemotherapy for solid tumours, without limitation on or before 31 December 2022.

The tender offer is being made pursuant to the agreement and plan of merger announced on 30 September 2019 by and among Sobi, Dragonfly and Dova (merger agreement).

Reportedly, this tender offer is conditioned on the tender of a majority of the outstanding shares of Dova's common stock and Dova shareholders holding 53.46% of Dova's outstanding shares as of 26 September 2019, including Paul B. Manning, Sean Stalfort and related entities, have executed tender and support agreements pursuant to which they have agreed, inter alia, to tender their shares into the offer, to vote their shares in favour of any matter necessary to the consummation of the transactions (and against any alternative transaction) and not to transfer any shares (subject to certain exceptions).

However, in the event the board of directors of Dova makes an adverse change recommendation in compliance with the terms of the merger agreement the number of shares covered by the tender and support agreements would be decreased to 30% of the outstanding shares.

In addition, this tender offer is also subject to customary terms and conditions, including regulatory clearances (including under the Hart-Scott -Rodino Antitrust Improvements Act) and the absence of any injunctions, judgments or other orders issued by any court or governmental body preventing the acquisition of or payment for shares pursuant to the tender offer.

Sobi added that as soon as practicable, following the consummation of the tender offer, it will acquire all remaining shares through a merger of Dragonfly into Dova, with Dova continuing as the surviving corporation, at the tender offer price.

Sobi plans to file on 11 October 2019, with the US Securities and Exchange Commission (SEC), a tender offer statement on Schedule TO, which sets forth in detail the terms of the tender offer. Dova will also file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the unanimous recommendation of Dova's board of directors for Dova stockholders to accept the tender offer and tender their shares of Dova.

Unless extended, this tender offer will expire at midnight, New York City time, on 8 November 2019.

The information agent for the tender offer is Georgeson LLC, while American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer.