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. 3) 

 

 

Tobira Therapeutics, Inc.

(Name of Subject Company)

 

 

Tobira Therapeutics, Inc.

(Name of Persons Filing Statement)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

88883P 10 1

(CUSIP Number of Class of Securities)

Laurent Fischer, M.D.

President and Chief Executive Officer

701 Gateway Boulevard, Suite 300

South San Francisco, CA 94080

(650) 741-6625

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

Copies to:

 

Jay K. Hachigian

Bennett L. Yee
Andrew Y. Luh

Heidi E. Mayon

Gunderson Dettmer Stough

Villeneuve Franklin & Hachigian, LLP

1200 Seaport Boulevard

Redwood City, California, 94063

(650) 321-2400

 

Graham Robinson

Laura Knoll

Skadden, Arps, Slate, Meagher & Flom LLP

500 Boylston Street, 23rd Floor

Boston, Massachusetts, 02116

(617) 573-4800

 

 

 

  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


This Amendment No. 3 (this “ Amendment No. 3 ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Tobira Therapeutics, Inc., a Delaware corporation (“ Tobira ” or the “ Company ”), with the Securities and Exchange Commission (the “ SEC ”) on October 3, 2016 (together with any subsequent amendments and supplements thereto, including this Amendment No. 3, the “ Schedule 14D-9 ”). The Schedule 14D-9 relates to the tender offer by Sapphire Acquisition Corp., a Delaware corporation (“ Purchaser ”), a wholly owned subsidiary of Allergan Holdco US, Inc., a Delaware corporation (“ Parent ”), and an indirect wholly owned subsidiary of Allergan plc, an Irish public limited company (“ Allergan ”), for all of the outstanding shares of common stock, par value $0.001 per share (“ Shares ”), of Tobira at a price of (x) $28.35 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, plus (y) one contractual contingent value right per Share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate, if any, if certain specified milestones are achieved, upon the terms and subject to the conditions set forth in the offer to purchase dated October 3, 2016 (the “ Offer to Purchase ”) and in the related letter of transmittal (the “ Letter of Transmittal ”), which, as each may be amended or supplemented from time to time, collectively constitute the “ Offer. ” The Offer is described in a Tender Offer Statement on Schedule TO filed by Purchaser, Parent and Allergan with the SEC on October 3, 2016. Copies of the Offer to Purchase and form of Letter of Transmittal are filed as Exhibit (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.

Except to the extent specifically provided in this Amendment No. 3, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

 

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The fourth sentence in the first paragraph of “ Item 8. Additional Information—Regulatory Approvals ” on page 57 of the Schedule 14D-9, as such sentence was amended and restated by Amendment No. 1 to the Schedule 14D-9 filed with the SEC on October 4, 2016, is deleted and replaced with the following sentences:

“On October 18, 2016, the FTC granted early termination of the waiting period applicable to the Offer under the HSR Act. Accordingly, the condition of the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On October 19, 2016, Allergan and Tobira issued a joint press release announcing the early termination of the waiting period under the HSR Act. A copy of the joint press release is filed as Exhibit (a)(1)(J) hereto and is incorporated herein by reference.”

 

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

 

Exhibit
No.

 

Description

(a)(1)(J)   Joint Press Release issued by Tobira Therapeutics, Inc. and Allergan plc, dated October 19, 2016.


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.

 

Date: October 19, 2016     Tobira Therapeutics, Inc.
    By:  

/s/ Laurent Fischer, M.D.

    Name:   Laurent Fischer, M.D.
    Title:   Chief Executive Officer
Tobira Therapeutics, Inc. (NASDAQ:TBRA)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Tobira Therapeutics, Inc. Charts.
Tobira Therapeutics, Inc. (NASDAQ:TBRA)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Tobira Therapeutics, Inc. Charts.