16 C.F.R. Part 803 – Appendix (2025)
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16 C.F.R. Part 803 – Appendix
Notification and Report Form for Certain Mergers and Acquisitions
Acquired Person
FEE INFORMATION
Total Filing Fee: Select Filing Fee.
☒ Acquiring Person
Paid By:
Name of Payer
Amount Paid
☐ Acquired Person
Check Number
☐ Both
EWT Institution & Confirmation Number
GENERAL INFORMATION
Post-Consummation Filing?
Cash Tender Offer?
Bankruptcy?
☐ Yes
☐ Yes
☐ Yes
☒ No
☒ No
☒ No
Do you request early termination of the waiting period? ☐ Yes ☒ No
(Grants of early termination are published in the Federal Register and on the FTC website.)
ULTIMATE PARENT ENTITY (UPE) INFORMATION
► UPE Details
Name: Beta, Inc. ______________________________________________________________________________________________________________
Headquarters Address: 450 Capital Boulevard ________________________________
City: Albany ___________________________
State: NY _______
Address Line 2: _____________________________________
Zip Code: 12201 _______ Country: United States _________________________
Website: www.betacompany.com _________________________________________________________________________________________________
Entity Type: The UPE of the acquired person is a(n)?
☒ Corporation
☐ Unincorporated Entity
☐ Natural Person
☐ Other (Specify): _________________________________________
Name and address of filing notification entity, if different than UPE
(Name, Address, City, State, Zip Code, and Country)
FILING MADE ON BEHALF OF THE UPE
☒ Not Applicable.
☐ This report is being filed on behalf of the ultimate parent entity by another
entity within the same person authorized by it to file pursuant to § 803.2(a).
☐ This report is being filed on behalf of a foreign person pursuant to § 803.4.
PRIMARY HSR REPORT CONTACT
SECONDARY HSR REPORT CONTACT
SECOND REQUEST CONTACT
Name:
Henry De Lamar
Holly S Richman
Henry De Lamar
Firm/Company:
De Lamar & Associates, LLP
De Lamar & Associates, LLP
De Lamar & Associates, LLP
Address:
200 First Street
200 First Street
200 First Street
City, State, Zip Code:
Albany, NY 12201
Albany, NY 12201
Albany, NY 12201
Country:
United States
United States
United States
Telephone Number:
212-555-1212
212-555-1214
212-555-1212
E-Mail Address:
hdl@dlaassociates.com
hdl@dlaassociates.com
hdl@dlaassociates.com
UPE ANNUAL REPORTS AND FINANCIAL INFORMATION
Central Index Key (CIK) Number
[none]
Annual/Audit Report Document # or Link
#1 A-1 Year-End Financial Statements – Beta, Inc.
Date of Annual/Audit Report
December 31, 2024
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
Does the person filing notification stipulate that the acquired person meets the size of person test? See 15 U.S.C. § 18a(a).
☒ Yes, the lower size of person test
☐ Yes, the higher size of person test
☐ N/A
☒ None
MINORITY SHAREHOLDERS OR INTEREST HOLDERS
Entity
Minority Holder & D/B/A Name
HQ Address
Percent Held
► Acquired Entity Structure
ENTITIES WITHIN THE ACQUIRED ENTITY(IES)
Company or Operating Business d/b/a Name(s):
Entity Name
City
State
Zip Code
Country
New York Originators, Inc.
New York
NY
10001
USA
ANNUAL REPORTS AND AUDIT REPORTS
Acquired Entity
Central Index Key (CIK)
Number
Annual/Audit Report File Name or
Link
Date of Annual/Audit Report
[none]
TRANSACTION INFORMATION
► Parties
ACQUIRING UPE(S)
ACQUIRED UPE(S)
Name: PNO Wellness plc
Name: Beta, Inc.
Address: 1212 Mulberry Street
Address: 450 Capital Boulevard
Address Line 2: Suite 900
Address Line 2:
City, State, Zip Code: London W11 2BQ
City, State, Zip Code: Albany, NY 12201
Country: United Kingdom
Country: United States
Website: www.pnowellness.com
Website: www.betacompany.com
ACQUIRING ENTITY(IES) – (Tab to add additional “Acquiring Entity” entries.)
TARGET(S) – (Tab to add additional “Target” entries.)
Name: NY Acquisition Sub, LLC
Name: New York Originators, Inc.
Address: 7000 Main Street
Address: 6820 Washington Avenue
Address Line 2:
Address Line 2:
City, State, Zip Code: Atlanta, GA 30301
City, State, Zip Code: New York, NY 10001
Country: United States
Country: United States
Website:
Website: www.nyoriginators.com
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
► Transaction Details
Is this transaction subject to § 801.30?
☐ Yes, Specify Type(s)
☒ No
TRANSACTION TYPE
Check all that apply:
☒ Acquisition of voting securities
☐ Acquisition subject to § 801.31
☐ Acquisition of non-corporate interests
☐ Secondary acquisition subject to § 801.4
☐ Acquisition of assets
☐ Acquisition subject to § 801.2(e)
☐ Merger (see § 801.2)
☐ Other, specify ______________________________
☐ Consolidation (see § 801.2)
ACQUISITION DETAILS
Percentage of voting securities already
held
%0
Percentage of non-corporate
interests already held
%0
Value of voting securities already held
($MM)
$0
Value of non-corporate interests
already held ($MM)
$0
Total percentage of voting securities to
be held as a result of the acquisition
% 100
Total percentage of non-corporate to
be held as a result of the acquisition
%0
Total value of voting securities to be held
as a result of the acquisition ($MM)
Total value of non-corporate
securities to be held as a result of the
acquisition ($MM)
Total value of assets to be held as
a result of the acquisition ($MM)
Aggregate total value ($MM)
$0
$0
$ 570.00
$ 570.00
► Transaction Description
BUSINESS OF THE TARGET
NY Originators, Inc. (“NYO”) is a research and development group founded with the goal of developing new
treatments for cancer.
NON-REPORTABLE UPE(S)
[none]
TRANSACTION DESCRIPTION
Pursuant to a Purchase Agreement dated January 10, 2025, PNO will acquire 100% of the voting securities of
NYO from Beta, Inc. ("Beta") for approximately $570 million. In addition, PNO and Beta will enter into a supply
agreement. PNO has created an acquisition vehicle, NY Acquisition Sub, LLC, for the purposes of consummating
the transaction.
Project New York is a code name for the transaction.
RELATED TRANSACTIONS
Does the transaction that is the subject of this filing have related filings?
☐ Yes
☒ No
☐ Unknown
If the transaction has related filings, indicate whether the related filing(s) (choose all that apply):
☐ Is a principal transaction that triggers one or more shareholder
backside transactions
☐ Is a joint venture
☐ Is a consolidation
☐ Is a shareholder backside transaction
☐ Is an exchange of assets
☐ Has more than one acquiring UPE
☐ Has one or more filings in the alternative
☐ Has more than one acquired UPE
☐ Other, explain:_________________________________________
☐ Has more than one reportable step
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16 C.F.R. Part 803 – Appendix A – Acquired Person
16 C.F.R. Part 803 – Appendix
Notification and Report Form for Certain Mergers and Acquisitions
Acquired Person
Party Names or Transaction Numbers for Related Transactions:
► Additional Transaction Information
TRANSACTION RATIONALE
☐ Not applicable, select 801.30 transaction
DOCUMENT NUMBERS RELATED TO
TRANSACTION RATIONALE
PNO can provide the resources, experience, and infrastructure necessary to clear the hurdles of clinical
development and product marketing. PNO has developed streamlined clinical development and
marketing capabilities across the globe.
Doc #3 (D-2) at 4-5
► Business Documents
TRANSACTION RELATED DOCUMENTS
Privileged
Document #
☐
2
D-1 Management Presentation
Document Title
☐
3
D-2 Buyer Landscape Presentation
☐
4
D-3 Valuation Notes
Estimated Date
September 12, 2024
Author/Title
PNO Pharmaceutical Company
June 1, 2024
ABC Consulting, LLC
October 15, 2024
ABC Consulting, LLC
☐ Not Applicable, Select 801.30 Transaction
PLANS AND REPORTS
Privileged
Document #
☐
5
E-1 Market Research Report
July 14, 2024
John Snow, VP Marketing, Beta, Inc.
☐
6
E-2 Market Research Report
January 17, 2025
John Snow, VP Marketing, Beta, Inc.
☐
7
E-3 Industry Analysis Report
July 14, 2024
John Snow, VP Marketing, Beta, Inc.
☐
8
E-4 Industry Analysis Report
January 17, 2025
John Snow, VP Marketing, Beta, Inc.
☐
9
E-5 Product Development Report
April 13, 2024
Shiloh Luis, Research & Development, NYO
☐
10
E-6 Product Development Report
July 14, 2024
Shiloh Luis, Research & Development, NYO
☐
11
E-7 Product Development Report
October 15, 2024
Shiloh Luis, Research & Development, NYO
☐
12
5-8 Product Development Report
January 17, 2025
Shiloh Luis, Research & Development, NYO
Privilege Log Document #
Document Title
Estimated Date
Author/Title
[none]
► Agreements
☐ Not Applicable, 801.30 or Bankruptcy
TRANSACTION-SPECIFIC AGREEMENTS
Document #
Document Title
13
F-1 Purchase Agreement between PNO Wellness plc and Beta, Inc.
14
F-2 Draft Covenant Not to Compete and Non-Solicitation Agreement
15
F-3 Supply Agreement between PNO Wellness plc and Beta, Inc.
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
COMPETITION DESCRIPTIONS
☐ Not Applicable, Select 801.30 Transaction
► Overlap Description
Briefly describe the target’s principal categories of products or services.
NYO conducts research and development of cancer treatment drugs and manufactures an immunotherapy drug.
List and briefly describe current and known planned products or services that compete (or could compete) with the acquiring person. (See
Instructions)
Immunotherapy – treatment that uses the body’s immune system to identify and destroy cancer cells.
Baychi (kenmab) – USY-ate
XYZ Inhibitors – targeted drugs in development that stop cancer cells from growing and dividing - one pre-clinical, and the other entering Phase II clinical
trials.
XYZ-1
XYZ-2
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
☐ None
Competing Product or Service
Product or Service:
Sales ($):
Baychi (kenmab) – USYate
Categories of Customers: Hospitals and cancer treatment centers
Top 10 Customers Overall:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
PLK Hospital
ABC Hospital
DEF Hospital
LMN Center
AJK Hospital
CLL Hospital
IAN Hospital
KJZ Hospital
LL Cancer Care
ABB Clinic
Top 10 Customers by Category:
[See above]
Product or Service:
Sales ($): est. 100 MM
XYZ-1
Categories of Customers: [none]
Top 10 Customers Overall: [none]
Top 10 Customers by Category: [none]
Date of Development: February 1, 2019
Description of the current stage in development, including any testing and regulatory approvals and any planned
improvements or modifications: Phase II – open label placebo controlled clinical trial of product XYZ-2 in 3rd line
metastatic cancer.
Date of development (including testing and regulatory approvals) was or will be complete: est. Q1 2026
Date the product is expected to be sold or otherwise commercially launched: est. Q3 2026
Product or Service:
Sales ($): est. 100 MM
XYZ-2
Categories of Customers: [none]
Top 10 Customers Overall: [none]
Top 10 Customers by Category: [none]
Date of Development: January 15, 2023
Description of the current stage in development, including any testing and regulatory approvals and any planned
improvements or modifications: Preclinical research
Date of development (including testing and regulatory approvals) was or will be complete: est. Q1 2028
Date the product is expected to be sold or otherwise commercially launched: est. Q3 2028
► Supply Relationships Description
RELATED SALES
List and briefly describe the target’s products, services, or assets that are supplied to the acquiring person or a business that competes with
acquiring person. (See Instructions)
[none]
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
☒ None
Product, Service, or Asset Details
Product, Service, or Asset:
Sales to Target ($):
Sales to Target’s Competitors ($):
Top 10 Customers:
Description of Supply or Licensing Agreement:
RELATED PURCHASES
List and briefly describe the products, services, or assets that are purchased by the target from the acquiring person or a business that competes
with the acquiring person. (See Instructions)
[none]
☒ None
Product, Service, or Asset Details
Product, Service, or Asset:
Purchases from Acquiring Person ($):
Purchases from Acquiring Person’s Competitors ($):
Top 10 Suppliers:
Description of Purchase or Licensing Agreement:
REVENUE AND OVERLAPS
☒ Yes
Does the target have US revenue?
☐ No, explain: ____________________________________________________________
► NAICS Codes
Revenue Range
6-Digit Code
Code Description
Operating Business
<$10MM
325411
Medicinal
chemicals,
uncompounded,
manufacturing
New York Originators, Inc.
$10MM $100MM
$100MM $1B
Overlap
>$1B
☒
X
► Controlled Entity Geographic Overlaps
☐ None
STATE LEVEL REPORTING
NAICS Code
325411
Code Description
Medicinal chemicals,
uncompounded, manufacturing
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Operating Business and D/B/A Name(s)
New York Originators, Inc.
Page 7 of 11
States and Total Number
Connecticut
Delaware
District of Colombia
Maine
Maryland
Massachusetts
New Hampshire
New Jersey
New York
Pennsylvania
Rhode Island
Vermont
Virginia
West Virginia
(14 states)
16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
☒ None
STREET LEVEL REPORTING
NAICS Code and Description:
Operating Business and
D/B/A Name(s)
State
County
ZIP Code
Street Address
► Minority-Held Entity Overlaps
☒ None
Entity Held and D/B/A Name(s)
Percentage
Held
NAICS Code or Industry
Overlap with Acquiring Person
Held By
► Prior Acquisitions
☐ None
Overlapping 6-Digit NAICS Code and Description or Overlap
Product or Service Description
325411
Medicinal chemicals, uncompounded, manufacturing
[See End Note 1]
Acquired Entity and
Former HQ Address
Drug Developers, Inc.
5200 Center Street
New York, NY 10001
Transaction
Type
Consummation Date
voting
securities
September 15, 2022
ADDITIONAL INFORMATION
► Subsidies from Foreign Entities or Governments of Concern
☒ None ☐ Yes (provide details below)
SUBSIDIES
Entity or Government
Description
☒ None ☐ Yes (provide details below)
COUNTERVAILING DUTIES IMPOSED
Product
Duty Imposed
Jurisdiction
☒ None ☐ Yes (provide details below)
COUNTERVAILING DUTY INVESTIGATIONS
Product
Jurisdiction Conducting Investigation
► Defense or Intelligence Contracts
☒ None ☐ Not Applicable, Select 801.30 Transaction
Entity Within Target
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DOD/IC Contracting Office
Page 8 of 11
Contracting
Office ID
Award ID
NAICS Codes
16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
► Voluntary Waivers
INTERNATIONAL COMPETITION AUTHORITIES (VOLUNTARY)
☐ None
The acquired person agrees to waive the disclosure exemption in the HSR Act for the following competition authorities:
1. United Kingdom Competition and Markets Authority ______________
4. _______________________________________________________
2. _______________________________________________________
5. _______________________________________________________
3.
6. _______________________________________________________
______________________________________________________
STATE ATTORNEYS GENERAL (VOLUNTARY)
☒ None
The acquired person agrees to waive the disclosure exemption in the HSR Act for the following states:
State
Permit Disclosure of
Fact of Notification and Waiting Period
Information and Documents
☐
☐
► End Notes
☐ None
Number
1
Note
NYO’s acquisition of Drug Developers, Inc was divested in September 2023.
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
CERTIFICATION
PENALTIES FOR FALSE STATEMENTS
Federal law provides criminal penalties, including up to twenty years imprisonment, for any person who knowingly alters, destroys, mutilates, conceals,
covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence an ongoing or
anticipated federal investigation (see, e.g., Section 1519 of Title 18, United States Code.). It is also a criminal offense to knowingly make a false statement in
a federal investigation, obstruct a federal investigation, or conspire to obstruct justice or obstruct or impede the lawful functioning of the government (see,
e.g., Sections 371, 1001, and 1505 of Title 18, United States Code).
CERTIFICATION
This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my
supervision in accordance with instructions issued by the Commission. Subject to the recognition that, where so indicated, reasonable estimates have been
made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete in accordance
with the statute and rules.
I acknowledge that the Commission or the Assistant Attorney General of the Antitrust Division of the Department of Justice may, prior to the expiration of the
initial waiting period pursuant to 15 U.S.C. § 18a, require the submission of additional information or documentary material relevant to the proposed
transaction.
Name (Please Print or Type)
Title
Donna Justice
EVP – Corporate Affairs, Beta, Inc.
Signature
Date
Donna Justice
February 10, 2025
☒ Sworn under penalty of perjury
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
Signature
Executed Date
Donna Justice
February 10, 2025
☐ Notarized
Subscribed and sworn to before me at the:
Seal:
________________________________________________________________
City of: __________________________________________________________
State of: _________________________________________________________
This ___________
day of _________________
the year ______________
Signature: ________________________________________________________
My commission expires: _____________________________________________
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16 C.F.R. Part 803 – Appendix A – Acquired Person
Name of Acquired Person UPE: Beta, Inc.
Date: 2/10/2025
16 C.F.R. Part 803 – Appendix
NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS
Approved by OMB 3084-0005
THE INFORMATION REQUIRED TO BE SUPPLIED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS
THIS FORM IS REQUIRED BY LAW and must be filed separately by each person that, by reason of a merger, consolidation, or acquisition, is subject to § 7A
of the Clayton Act, 15 U.S.C. § 18a, and rules promulgated thereunder (hereinafter referred to as “the rules” or by section number). The rules may be found
at 16 CFR Parts 801-03. Failure to file this Notification and Report Form, and to observe the required waiting period before consummating the acquisition in
accordance with the applicable provisions of 15 U.S.C. § 18a and the rules, subjects any “person,” as defined in the rules, or any individuals responsible for
noncompliance, to liability for a penalty for each day during which such person is in violation of 15 U.S.C. § 18a. The maximum daily civil penalty amount is
listed in 16 C.F.R. § 1.98(a).
Pursuant to the Hart-Scott-Rodino Act, information and documentary material filed in or with this Form is confidential. It is exempt from disclosure under the
Freedom of Information Act and may be made public only in an administrative or judicial proceeding, or disclosed to Congress or to a duly authorized
committee or subcommittee of Congress.
DISCLOSURE NOTICE - Public reporting burden for this report is estimated at 105 hours per response, including time for reviewing instructions, searching
existing data sources, gathering, and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the
burden estimate or any other aspect of this report, including suggestions for reducing this burden to:
Premerger Notification Office
Federal Trade Commission
400 7th St. SW
Washington, DC 20024
and
Office of Information and Regulatory Affairs
Office of Management and Budget
Washington, DC 20503
Under the Paperwork Reduction Act, as amended, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number. That number is 3084-0005, which also appears above.
Privacy Act Statement--Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. The primary use of information submitted on
this Form is to determine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be
shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the information on the Form is
voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, render a
person liable to civil penalties up to the amount listed in 16 C.F.R. § 1.98(a) per day. We also may be unable to process the Form unless you provide all of
the requested information.
This page may be omitted when submitting the Form.
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16 C.F.R. Part 803 – Appendix A – Acquired Person
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.