SPNC The Spectranetics Corp. (MM)

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2

This Amendment No. 3 to Schedule 14D-9 (this “ Amendment ” ) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “ SEC ” ) on July 12, 2017, as amended and supplemented by Amendment No. 1 filed with the SEC on July 25, 2017 and Amendment No. 2 filed with the SEC on July 26, 2017 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “ Schedule 14D-9 ” ) by The Spectranetics Corporation, a Delaware corporation ( “ Spectranetics ” or the “ Company ” ). The Schedule 14D-9 relates to the cash tender offer by HealthTech Merger Sub, Inc., a Delaware corporation ( “ Purchaser ” ), and a wholly owned subsidiary of Philips Holding USA Inc., a Delaware corporation ( “ Parent ” ) , disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “ Schedule TO ” ), filed by Purchaser and Parent and Koninklijke Philips N.V., a corporation organized under the laws of the Netherlands, with the SEC on July 12, 2017, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.001 per share, of Spectranetics (the “ Shares ” ) at a purchase price of $38.50 per Share, net to the seller in cash, without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 12, 2017, and in the related Letter of Transmittal, copies of which were incorporated by reference in the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.  Except as set forth below, 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.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by the following:

 

(b)

Replacing the third paragraph immediately below the heading “Litigation” with the following paragraph:

“On July 24, 2017, plaintiff Aviles filed a motion for expedited proceedings and a preliminary injunction.  On July 26, 2017, plaintiff Aviles withdrew his motion for expedited proceedings and a preliminary injunction.”

(c)

Adding the following heading and paragraph immediately preceding the heading “Forward-Looking Statements”:

“ Other Considerations

On July 26, 2017, the Company received Premarket Approval from the United States Food and Drug Administration for Stellarex.”

 

 

 

 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

 

	The Spectranetics Corporation
	By:	/s/ Paul Gardon
		Name:	Paul Gardon
		Title:	Senior Vice President - General Counsel
Date: July 27, 2017