Day One Biopharmaceuticals, Inc. 8-K

What Happened
Day One Biopharmaceuticals, Inc. (DAWN) announced on March 6, 2026 that it signed an Agreement and Plan of Merger with Servier Pharmaceuticals LLC (Parent) and its subsidiary Servier Detroit Inc. (Merger Sub), with Servier S.A.S. providing a guarantee. Under the agreement, Merger Sub will launch a cash tender offer to buy all outstanding Day One shares for $21.50 per share. After the offer, Merger Sub will merge into Day One, leaving Day One as a wholly owned subsidiary of Parent. The company’s board has approved the transaction and recommended that stockholders tender their shares.

Key Details

• Transaction value: $21.50 per share in cash (the “Offer Price” / “Merger Consideration”); cash payout for shares not tendered following the Merger as well.
• Timing: Merger Agreement signed March 6, 2026; the Offer must begin no later than 15 business days after signing and, unless extended, expire 20 business days after commencement.
• Conditions and mechanics: Closing requires a majority of outstanding shares to be tendered, expiration/termination of the HSR waiting period, accuracy of certain reps and warranties, and other customary conditions; the Offer is not subject to a financing condition. The Merger will be effected under Delaware law Section 251(h) (no stockholder meeting required after the Offer).
• Employee equity treatment and protections: Outstanding unvested options and RSUs vest immediately prior to the Merger and will be converted into cash equal to the Merger Consideration (options pay the spread over exercise price). Servier S.A.S. guarantees payment; a termination fee of $87.7 million applies in specified circumstances.

Why It Matters
For Day One stockholders, the deal offers a guaranteed cash price of $21.50 per share if the transaction closes, and the board recommends tendering shares. The transaction is subject to regulatory review and other customary closing conditions, so it is not final until those conditions are met. The agreement also accelerates vesting and cash settlement of employee equity, which affects holders of options and RSUs. Investors should watch for the forthcoming tender offer materials (Schedule TO) and the company’s Solicitation/Recommendation Statement (Schedule 14D-9) for full details and any updates.