Amended Statement of Ownership: Solicitation (sc 14d9/a)
September 23 2016 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 4)
MEDIVATION,
INC.
(Name of Subject Company)
MEDIVATION,
INC.
(Name of Person Filing Statement)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
58501N101
(CUSIP Number
of Class of Securities)
Andrew Powell
General Counsel and Corporate Secretary
Medivation, Inc.
525
Market Street, 36
th
Floor
San Francisco, California 94105
(415) 543-3470
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
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Jamie K. Leigh
Kenneth L. Guernsey
Cooley LLP
101 California
Street, 5
th
Floor
San Francisco, California 94111
(415) 693-2000
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Daniel A. Neff
Mark Gordon
Gregory E.
Ostling
Wachtell, Lipton, Rosen & Katz
51 West 52
nd
Street
New York, New York 10019
(212) 403-1000
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 4 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 previously filed by Medivation, Inc., a Delaware corporation (Medivation), with the Securities and Exchange Commission on August 30, 2016 (the Schedule 14D-9), relating to the offer by
Montreal, Inc., a Delaware corporation (Purchaser) and wholly-owned subsidiary of Pfizer Inc., a Delaware corporation (Parent, or Pfizer), to purchase all of the outstanding shares of Medivations common
stock, par value $0.01 per share (the Shares), at a purchase price of $81.50 per Share, net to the seller in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 30, 2016, and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 of the Schedule 14D-9 is hereby amended and restated by deleting the last sentence under the heading
Golden Parachute Excise
Taxes
on page 11 of the Schedule 14D-9 under the section
Golden Parachute Compensation
, and replacing it with the following sentence:
Medivation has entered into amendments to the CoC Severance Agreements with each of the Affected Individuals setting forth the terms of
the Excise Tax Gross-Up Payment for such individual.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and restated by deleting the third sentence of the second paragraph under the heading
Antitrust Compliance
on page 50 of the Schedule 14D-9 and replacing it with the following sentences:
On
September 22, 2016, the 15 calendar day waiting period expired in the ordinary course. Accordingly, the Regulatory Condition, as defined in the Offer to Purchase, has been satisfied. The Offer continues to be subject to the other conditions set
forth in Section 15 Conditions of the Offer of the Offer to Purchase.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:
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Exhibit
Number
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Description
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(a)(15)
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Press Release issued by Pfizer Inc. on September 23, 2016 (incorporated by reference to Exhibit (a)(5)(A) to the Schedule TO)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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MEDIVATION, INC.
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By:
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/s/ Andrew Powell
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Name:
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Andrew Powell
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Title:
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General Counsel and Corporate Secretary
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Dated: September 23, 2016
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