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
G1 THERAPEUTICS, INC.
(Name of Subject Company (Issuer))
GENESIS MERGER SUB, INC.
(Offeror)
A wholly-owned subsidiary of
Pharmacosmos
A/S
(Parent of Offeror)
(Names of Filing Persons (identifying status
as offeror, issuer or other person))
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
3621LG109
(Cusip Number of Class of Securities)
Milena Jordanova Olsen
General Counsel
Pharmacosmos A/S
Roervangsvej 30
DK-4300 Holbaek, Denmark
Telephone: +45 5948 5959
(Name, address, and telephone numbers of person
authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Lowell Dashefsky, Esq.
Michael Penney, Esq.
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, New York 10019
(212) 836-8000
| Transaction Value* |
Amount of Filing Fee* |
| N/A |
N/A |
*Pursuant to General Instruction D to Schedule
TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the
commencement of a tender offer.
| ¨ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: N/A |
|
Filing Party: N/A |
| Form or Registration No.: N/A |
|
Date Filed: N/A |
| x |
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:
| x |
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 filing relates solely to preliminary communications
made before the commencement of a planned tender offer by Genesis Merger Sub, Inc., a Delaware corporation (“Purchaser”),
and an indirect wholly owned subsidiary of Pharmacosmos A/S, a Danish aktieselskab (“Parent”), for all of
the outstanding shares of common stock, par value $0.0001 per share (“Shares”), of G1 Therapeutics, Inc., a Delaware
corporation (“G1”), at a price of $7.15 per Share, net to the seller in cash, without interest and less any applicable withholding
taxes, pursuant to an Agreement and Plan of Merger, dated as of August 6, 2024, by and among Parent, Purchaser and G1.
Notice to Investors
The tender offer (the “Offer”) for
the outstanding common stock of G1 referred to in this filing and related exhibit has not yet commenced. The description contained in
this filing and related exhibit is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute
for the tender offer materials that Parent will file with the U.S. Securities and Exchange Commission (the “SEC”). The solicitation
and offer to buy the common stock of G1 will only be made pursuant to an offer to purchase and related tender offer materials. At the
time the Offer is commenced, Parent will file a tender offer statement on Schedule TO and, thereafter, G1 will file a solicitation/recommendation
statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer
to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s
website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will
be made available by Parent and when available may be obtained by directing a request to the Information Agent for the tender offer which
will be named in the Schedule TO. Copies of the documents filed with the SEC by G1 will be available by accessing https://investor.g1therapeutics.com.
In addition to the offer to purchase, the related
letter of transmittal and certain other tender offer documents filed by Parent, as well as the solicitation/recommendation statement filed
by G1, G1 will also file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed
by Parent or G1 at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. G1’s filings with the SEC are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at http://www.sec.gov.
EXHIBIT INDEX
Exhibit 99.1
1 G1 Townhall Meeting – August 2024 Introduction to Pharmacosmos
2 COMPL2023 - 003 - C - 210223 TOBIAS S. CHRISTENSEN President & CEO MSc Eng CLAES CHRISTIAN STRØM Executive Vice President, CCO MD, PhD, BBA JOSH FRANKLIN President, Pharmacosmos Therapeutics Inc., US
3 Pharmacosmos Introduction COMPL2023 - 003 - C - 210223 Our focus, ambition & solutions
4 COMPL2023 - 003 - C - 210223 • Pharmacosmos has established a state - of - the - art production facility • Factory designed and built specifically by Pharmacosmos engineers • The secret is in the carbohydrates and the complexing technology • Capacity to supply the whole world with iron • Entirely water - based – no organic solvents
5 Sustainability Initiatives • We do not use any organic solvents in our production. • We have reduced our water consumption by developing an integrated water system utilising excess purified water into our cooling and heating processes • The main ingredient in our production (sugar) is sourced and produced locally, and p arts of our production waste are reused in animal feed and for the production of biogas • 50% of the power consumed at our manufacturing site is sourced from wind and solar energy • All of our non - biodegradable waste is sorted before being shipped for recycling or incineration for energy production
6 COMPL2023 - 003 - C - 210223 Pharmacosmos A family - owned company
7 1965 1983 1992 2001 2003 2008 Established by Dr. H. Christensen. Initial focus on production of dextrans First FDA approval of iron dextran bulk solution for veterinary use FDA approved for supplying human IV iron API for use in the USA Approval of CosmoFer ® in the EU Inaugurated state - of - the - art facility Launch of Uniferon ® 20% 2009 2014 2019 2020 2021 2021 Approval of Monofer ® in the EU Inaugurated carbohydrate derivatives synthesis facility Established US subsidiary for sales of human medicines Approval and launch of Monoferric ® in the US Established Chinese subsidiary Initiated commercialization of IV iron products in China Acquired AbFero Pharmaceuticals Inc. COMPL2023 - 003 - C - 210223
8 Executive Management TOBIAS S. CHRISTENSEN President & CEO MSc Eng COMPL2023 - 003 - C - 210223 CLAES CHRISTIAN STRØM Executive Vice President, CCO MD, PhD, BBA HENRIK PARKER Executive Vice President, CFO MSc in Business Economics and Auditing LARS LYKKE THOMSEN Executive Vice President, CMO MD, PhD, DMSc INGEBORG L LAURSEN Vice President, Quality & Regulatory Affairs Cand. Pharm. MILENA JORDANOVA OLSEN Executive Vice President, General Counsel Attorney at Law DITTE LINDBOE Executive Vice President, HR Cand. Merc. HRM THOMAS BIRGER RIISAGER Executive Vice President Corporate Development & Strategy
9 Board Members JACOB TOLSTRUP Chairman of the Board of Directors MILENA JORDANOVA OLSEN Member of the Board LARS CHRISTENSEN Deputy Chairman of the Board MARTIN HOLST LANGE Member of the Board LARS GREEN Member of the Board
COMPL2023 - 003 - C - 210223 600+ worldwide employees Note: FTEs including sales and other functions within the sales organisation , including vacant positions Pharmacosmos sales (Through partners) Global presence Pharmacosmos present with affiliates
11 Our Values People driven Committed to Quality Innovating for better lives
12 People driven Committed to Quality Innovating for better lives We are a family - held company built on passionate, knowledgeable people. We value integrity, open - mindedness and respect and are guided by these values in all our endeavours. We respect each individual who becomes a part of our journey, from our employees and partners to our end - users. And we recognise that the strength in all our collaborations is trust.
13 Committed to quality People driven Innovating for better lives Quality is our source of inspiration. Quality drives our results. It represents our aspiration for excellence and our focus on driving continual improvements. For our partners and end - users, quality must always be tangible in our products, processes and people. This way, quality is the promise we keep every day.
14 Innovating for better lives People driven Committed to quality Innovation is essential in our quest to improve the lives of humans and animals. We seek to address unmet needs through our expertise in iron and carbohydrate - based pharmaceuticals. We believe in a holistic and collaborative approach to research and innovation, so we work together with the scientific and medical communities to set new standards.
15 COMPL2023 - 003 - C - 210223 Pharmaceuticals Carbohydrates Animal Health Our focus, iron and carbohydrates applied
16 COMPL2023 - 003 - C - 210223 Carbohydrates • A world leader in cGMP carbohydrates for pharmaceutical use • The only FDA and EMA inspected manufacturer of dextran APIs • Unique polymer fractionation and derivatization platform • Widest range of molecular weights – from 500 Da to >5,000,000Da • GMP pilot and full - scale facilities for derivatives synthesis • R&D programme focused on new applications and derivatives Carbohydrates
Examples of current applications for our carbohydrates COMPL2023 - 003 - C - 210223 THERAPIES • Nanoparticles for drug delivery and cell seperation • Antibody - drug conjugates EYEDROPS • Lubrication • Tear replacement • Red eye relief TISSUE AND ORGAN PRESERVATION • Cornea transplants • Wound care • Synthesis of Hydrogels • Lung storage and perfusion CELL THERAPIES, CRYOPRESERVATION • Cryopreservation media • Thawing media • Anti - clumping • Nanoparticles for cell separation VACCINES • Adjuvants (e.g. DEAE Dextran) • Carriers • Stabilizing agents • Lyophilisation BLOOD VOLUME EXPANDER • IV infusion fluids for treatment of shock and hypovolemia • Prevention of thrombosis Carbohydrates
18 COMPL2023 - 003 - C - 210223 Pharmaceuticals • IV iron carbohydrate compounds for treatment of iron deficiency with or without anaemia • Three innovative brands – Monofe r ® , Diafer ® and CosmoFer ® • Covering entire pharma value chain from R&D to marketing and sales • Sales in >50 countries through affiliates and partners Pharmaceuticals
19 COMPL2023 - 003 - C - 210223 Pharmaceuticals * Up to 20 mg/kg 1 Iron dextran administered in more than 82 million doses since 1993 Tailor - made IV iron for patients on dialysis Iron correction in ONE visit* Pharmaceuticals
Unique technology 20 References 1. Kalra, P.A. et al. Port J Nephrol Hypert 2012; 26(1): 13 - 24 2. Jahn M.R. et al. European Journal of Pharmaceutics and Biopharmaceutics, Volume 78, Issue 3, August 2011, Pages 480 - 491 3. Monofer ® SPC COMPL2023 - 003 - C - 210223 Pharmaceuticals
Spearheading clinical research in ID & IDA 21 Clinical studies involving >8,600 patients First long - term* hard endpoint Randomized Controlled Trial with IV iron in iron deficient heart failure patients Head - to - head studies vs iron sucrose Head - to - head studies vs ferric carboxymaltose * >1 year COMPL2023 - 003 - C - 210223 Pharmaceuticals
22 Pharmacosmos Introduction COMPL2023 - 003 - C - 210223 Pharmacosmos Therapeutics Inc
Pharmacosmos Therapeutics Inc. 23 COMPL2023 - 003 - C - 210223 • Established September 2019 to commercialize Monoferric ® (ferric derisomaltose ) in the United States • Wholly - owned affiliate of Pharmacosmos A/S located in Morristown, New Jersey • Top - tier, focused commercial organization Fully integrated team of SARs, Market Access, MSLs and clinical educators Extensive sales network established with hematologist oncologists, with close interfaces to additional products Distribution setup through buy - and - bill process across hospitals, community oncology clinics and infusion clinics Focused commercial organization, given current narrow portfolio, ready to take on new products and give them full attention Omnichannel marketing capabilities fully integrated with Veeva CRM References: . 1. Auerbach M et al. Am J Hematol . 2019;94(9):1007 - 1014. 2. Bhandari S et al . Nephrol Dial Transplant . 2021;36:111 - 120. 3 . Wolf M et al. JAMA . 2020;323(5):432 - 443. 4. Derman R et al. Avm J Hematol . 2017;92:286 – 291. 5. Monoferric (ferric derisomaltose ) Prescribing Information; Pharmacosmos Therapeutics, Inc., Morristown, NJ: 2022. 6 . Data on file. Pharmacosmos Therapeutics, Inc. >148,000 doses administered in the US 6 Data accurate as of March 5, 2024 2020 Monoferric approved in the US 7
24 Forward - Looking Statements This document contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the business Pharmacosmos A/S (“ Pharmacosmos ”) and of the proposed acquisition of G1 Therapeutics, Inc. (“G1”) by Pharmacosmos . The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “target” and similar expressions are intended t o i dentify forward - looking statements, although not all forward - looking statements contain these identifying words. Any forward - looking statements in this document are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and i mpo rtant factors that may cause actual events or results to differ materially from those expressed or implied by any forward - looking statements c ontained in this document, including, without limitation: ( i ) risks and uncertainties relating to Pharmacosmos’s financial performance and business operations; (ii) risks associated with the timing of the closing of the proposed transaction, including the risks that a condition to clo sin g would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction will not occur; (iii) uncer tai nties as to how many of G1’s stockholders will tender their shares in the offer; (iv) the possibility that a governmental entity may prohibit, del ay or refuse to grant approval for the consummation of the transaction; (v) the possibility that competing offers will be made; (vi) the outcome of an y legal proceedings that may be instituted against the parties and others related to the merger agreement; (vii) unanticipated diffic ult ies or expenditures relating to the proposed transaction, the response of business partners and competitors to the announcement of the proposed t ran saction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; (viii) G1 ’s ability to successfully demonstrate the efficacy and safety of its drug or drug candidates, and the preclinical or clinical results for its product candidates, which may not support further development of such product candidates; (ix) comments, feedback and actions of regulatory agenc ies ; (x) G1’s dependence on the commercial success of COSELA ( trilaciclib ); (xi) the inherent uncertainties associated with developing new products or technologies and operating as commercial stage company; (xi) chemotherapy shortages; and (xiii) other risks identified in G1’ s S EC filings, including G1’s Annual Report on Form 10 - K for the year ended December 31, 2023, and subsequent filings with the SEC. You are cau tioned not to place undue reliance on any forward - looking statements, which speak only as of the date they are made. Pharmacosmos and G1 disclaim any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or ci rcumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set fort h i n the forward - looking statements.
25 Additional Information and Where to Find It The tender offer referred to in this document has not yet commenced. This document is for informational purposes only and is nei ther an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials tha t Pharmacosmos and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Pharmacosmos and its acquisition subsidiary will cause to be filed a tender offer statement on Schedule TO with the SEC, and G1 will file a solicitation/recommendation statement on Schedule 14D - 9 with respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY G1’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be mailed to G1’s stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation sta tem ent will also be made available to all stockholders of G1 by accessing https://investor.g1therapeutics.com/ or by contacting Investor Relations at ir@g1therapeutics.com . In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing with the SE C. G1’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D - 9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Exhibit 99.2
FAQ For G1 Therapeutics Employees
| · | Why did Pharmacosmos acquire the company? |
| ○ | We recognize the important benefits that Cosela brings to patients, and we believe that the expanded field presence realized through
this acquisition will ensure that the product is available to more patients. |
| · | Why do we think we can leverage this opportunity? |
| ○ | G1 and Pharmacosmos Therapeutics are calling on the same prescribers. The expertise and competencies required to commercialize Cosela
and Monoferric are very similar. This transaction will allow broader reach for both products and will ensure more patients are treated. |
| · | How are we going to invest in this opportunity? |
| ○ | Pharmacosmos is a growing organization. The company has a track record of consistent investment in growth opportunities as demonstrated
by the establishment of affiliates in both the United States and China in recent years. It is our intention to continue to invest for
long-term growth. |
| · | How is this going to affect those working in the company, and what are the
potential opportunities for employees joining PTI? |
| ○ | This has been a fast-moving transaction, and we are just beginning the planning for integration following the closing. So, it is too
early to provide any specifics, but our goal is to work quickly to provide answers and clarity as soon as possible. |
| · | Who will drive the integration? |
| ○ | We anticipate that the planning for integration and the post-closing integration will be a highly collaborative process with active
participation from both sides. |
| · | What are the key milestones for integration? |
| ○ | It is too early to provide specific milestones, as the planning is just beginning. We will provide updates as appropriate as the project
moves forward. |
| · | What are the plans for the RTP office? |
| ○ | At this early stage in the process, we have not yet made any decisions regarding the RTP office following closing. |
| · | When can we expect to have clarity about future employment? |
This has been a fast-moving transaction, and we are just
beginning the planning for integration following the closing. So, it is too early to provide any specifics, but our goal is to work quickly
to provide answers and clarity as soon as possible.
| · | What are the company’s plans for future growth? |
| ○ | We are still early in our growth journey, particularly in the US. This is a transformative transaction for our company and creates
an outstanding platform for both organic and in-organic growth. |
| · | What is the plan regarding which clinical programs to continue? |
| ○ | We will be assessing the options in the coming period, subject to close and cannot say at this stage |
| · | What is the plan for expanding into new geographies? |
| ○ | We will be assessing the options in the coming period, subject to closing and cannot say at this stage |
| · | What’s the relation between iron deficiency and oncology? Do you know
this space? |
| ○ | Hematologist oncologists treat both iron deficiency and oncology supportive care drugs such as Trilaciclib |
| · | What do you see as the biggest challenge in driving this combined organization? |
| ○ | It is critical to patients and the great work that G1 has done that we all execute successfully on the closing of the transaction
and the integration |
| · | What attracted you the most about Cosela and G1? |
| ○ | We believe Cosela is a first in class drug, making a significant difference to patients |
| ○ | We believe G1 is complementary to our own business and strategy |
| · | How would you describe the culture at Pharmacosmos? |
| ○ | We are a family-owned business where people are at the forefront and there is a long-term view |
| ○ | Our management structure results in quick decision-making and little hierarchy |
Forward-Looking Statements
This document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the business
Pharmacosmos A/S (“Pharmacosmos”) and of the proposed acquisition of G1 Therapeutics, Inc. (“G1”) by Pharmacosmos.
The words “may,” “will,” “could,” “would,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “seek,” “target” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any
forward-looking statements in this document are based on management’s current expectations and beliefs and are subject to a number
of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied
by any forward-looking statements contained in this document, including, without limitation: (i) risks and uncertainties relating
to Pharmacosmos’s financial performance and business operations; (ii) risks associated with the timing of the closing of the
proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or
that the closing of the proposed transaction will not occur; (iii) uncertainties as to how many of G1’s stockholders will tender
their shares in the offer; (iv) the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction; (v) the possibility that competing offers will be made; (vi) the outcome of any legal proceedings
that may be instituted against the parties and others related to the merger agreement; (vii) unanticipated difficulties or expenditures
relating to the proposed transaction, the response of business partners and competitors to the announcement of the proposed transaction,
and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; (viii) G1’s
ability to successfully demonstrate the efficacy and safety of its drug or drug candidates, and the preclinical or clinical results for
its product candidates, which may not support further development of such product candidates; (ix) comments, feedback and actions
of regulatory agencies; (x) G1’s dependence on the commercial success of COSELA (trilaciclib); (xi) the inherent uncertainties
associated with developing new products or technologies and operating as commercial stage company; (xi) chemotherapy shortages; and
(xiii) other risks identified in G1’s SEC filings, including G1’s Annual Report on Form 10-K for the year ended
December 31, 2023, and subsequent filings with the SEC. You are cautioned not to place undue reliance on any forward-looking statements,
which speak only as of the date they are made. Pharmacosmos and G1 disclaim any obligation to publicly update or revise any such statements
to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may
affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Additional Information and Where to Find It
The tender offer referred to in this document has not yet commenced.
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor
is it a substitute for the tender offer materials that Pharmacosmos and its acquisition subsidiary will file with the SEC upon commencement
of the tender offer. At the time the tender offer is commenced, Pharmacosmos and its acquisition subsidiary will cause to be filed a tender
offer statement on Schedule TO with the SEC, and G1 will file a solicitation/recommendation statement on Schedule 14D-9 with respect to
the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY G1’S
STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation
statement will be mailed to G1’s stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation
statement will also be made available to all stockholders of G1 by accessing https://investor.g1therapeutics.com/ or
by contacting Investor Relations at ir@g1therapeutics.com. In addition, the tender offer statement and the solicitation/recommendation
statement (and all other documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov, upon filing
with the SEC.
G1’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
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