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July 19, 2024
Robert Lisicki
Chief Executive Officer
Zura Bio Ltd
1489 W. Warm Springs Rd. #110
Henderson, NV 89014
Re: Zura Bio Ltd
Schedule TO-I filed July 12, 2024
File No. 005-92696
Dear Robert Lisicki:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your
registration statement on
Form S-4.
Schedule TO-I filed July 12, 2024; Prospectus/Offer to Exchange
General
1. Since this exchange offer commenced upon filing of the registration
statement, the
statement on the cover page that the Prospectus/Offer to Exchange is
"subject to
completion" and "preliminary" is inapplicable. Please revise
accordingly. Refer to
Telephone Interpretation I.E.2 in the July 2001 supplement to our
"Manual of Publicly
Available Telephone Interpretations."
2. Refer to the following disclosure on the cover of your Prospectus/Offer
to Exchange and
elsewhere: "We may withdraw the Offer and Consent Solicitation only if
the conditions to
the Offer and Consent Solicitation are not satisfied or waived prior to
the Expiration Date
or if we have determined, in our sole discretion, to terminate the Offer
and Consent
Solicitation." (emphasis added) Reserving the right to cancel or
terminate the Offer and
Consent Solicitation even if all offer conditions have been satisfied
raises concerns that
July 19, 2024
Page 2
this is an illusory offer in violation of the prohibition on
manipulative tender offer
practices under Section 14(e) of the Exchange Act. Please revise.
3. Refer to the following disclosure on the cover of your Prospectus/Offer
to Exchange and
elsewhere: "We reserve the right to redeem any of the IPO warrants, as
applicable,
pursuant to their current terms at any time, including prior to the
completion of the Offer
and Consent Solicitation..." Please provide your legal analysis
addressing how IPO
warrants may be redeemed either during the Offer and Consent
Solicitation or within 10
business days after the Expiration Date. Refer to Exchange Act Rule
13e-4(f)(6) and Rule
14e-5.
4. In Item 12 of the Schedule TO, please replace the reference to "Form of
Letter of
Transmittal and Consent" with "Letter of Transmittal and Consent."
Summary, page 1
5. Refer to the following disclosure on page 5: "The Offer is not
conditioned upon the
receipt of a minimum number of tendered IPO warrants. However, the
Consent
Solicitation is conditioned upon receiving the consent of holders of at
least a majority of
the outstanding public warrants and a majority of the private placement
warrants (which is
the minimum threshold required to amend the Warrant Agreement)." We also
note the
following language on page 2 of the Letter of Transmittal and Consent:
"Holders of IPO
warrants may not consent to the Warrant Amendment without tendering IPO
warrants in
the Offer and holders may not tender such IPO warrants without
consenting to the
Warrant Amendment." If holders of IPO warrants are unable to provide
consents without
tendering their IPO warrants, it is unclear how you could receive the
consent of holders of
a majority of the outstanding public warrants without also receiving
tenders of those IPO
warrants. Please advise or revise the disclosure on page 5 and
throughout accordingly.
6. Where a filing person elects to incorporate by reference the information
required by Item
1010(a) of Regulation M-A, all of the summarized financial information
required by Item
1010(c) must be disclosed in the document furnished to securityholders.
See Instruction 6
to Item 10 of Schedule TO and Telephone Interpretation I.H.7 in the July
2001
supplement to our "Manual of Publicly Available Telephone
Interpretations."
Please revise the Prospectus/Offer to Exchange to include such
information.
Conditions to the Offer and Consent Solicitation, page 65
7. We note your statement on page 66 that "[t]he determination by us as to
whether any
condition has been satisfied shall be conclusive and binding on all
parties." Please revise
this and similar statements throughout your materials (such as on pages
70 and 71 and
throughout the Letter of Transmittal and Consent) to remove the
implication that holders
may not challenge your determinations and interpretations in a court of
competent
jurisdiction.
8. The conditions described in the second and third bullets in this section
appear to be
redundant. Please revise your disclosure to clarify how these two
conditions differ from
each other.
Further, we note the use of the term "threatened" in both conditions. A
tender offer may
be conditioned on a variety of events and circumstances provided that
they are not within
July 19, 2024
Page 3
the direct or indirect control of the bidder. The conditions also must
be drafted with
sufficient specificity to allow for objective verification that the
conditions have been
satisfied. Refer to Question 101.01 of the Tender Offer Rules and
Schedules Compliance
and Disclosure Interpretations (March 17, 2023). Please revise so that
the conditions
are objectively determinable.
9. Please refer to the fourth bullet on page 65, which states that the
Company may assert an
offer condition triggered by "a significant worsening of the ongoing
COVID-19
pandemic, an outbreak of a pandemic or contagious disease other than
COVID-19, or a
commencement or significant worsening of a war or armed hostilities or
other national or
international calamity, including, but not limited to, catastrophic
terrorist attacks against
the United States or its citizens, which, in our reasonable judgment,
is or may be
materially adverse to us or otherwise makes it inadvisable for us to
proceed with the Offer
and Consent Solicitation." To avoid rendering the offer illusory, all
offer conditions must
be objectively determinable and outside the control of the bidder. To
enable
securityholders to determine whether this condition has been
"triggered," please revise to:
provide further descriptive detail about what could constitute a
significant worsening
of the COVID pandemic, and
narrow or qualify the meaning of "commencement or significant
worsening of a war
or armed hostilities or other national or international calamity."
Market Information, Dividends, and Related Shareholder Matters, page 73
10. Please state the high and low sales prices for the IPO warrants for
each quarter during the
past two years. Refer to Item 1002(c) of Regulation M-A.
11. Please disclose the itemized fees and expenses incurred in making the
Offer and Consent
Solicitation. Refer to Item 9 of Schedule TO and Item 1009(a) of
Regulation M-A.
Incorporation of Certain Information By Reference, page 97
12. We refer to your disclosure in the last paragraph on page 97 and note
that you attempt to
incorporate by reference into the offer document all filings made while
your offer is
pending. While Form S-4 appears to allow "forward incorporation" by
reference,
Schedule TO does not specifically permit it. Rather, General
Instruction F specifies how
you may incorporate by reference in a Schedule TO. To the extent that
additional filings
are made, you must amend the Schedule TO to specifically incorporate
them by reference.
Please confirm your understanding in your response letter.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Brian Soares at 202-551-3690 or Tina
Chalk at (202) 551-
3263.
Sincerely,
Division of
Corporation Finance
July 19, 2024
Page 4
Office of Mergers & Acquisitions