Amended Statement of Ownership: Solicitation (sc 14d9/a)
February 16 2017 - 9:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 5)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
ARIAD Pharmaceuticals, Inc.
(Name of Subject Company)
ARIAD
Pharmaceuticals, Inc.
(Name of Person Filing Statement)
Common Stock, $.001 par value per share
(Title of Class of Securities)
04033A100
(CUSIP Number
of Class of Securities)
Paris Panayiotopoulos
President and Chief Executive Officer
ARIAD Pharmaceuticals, Inc.
125 Binney Street
Cambridge, Massachusetts 02142
(617)
494-0400
(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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Manmeet S. Soni
Executive Vice President, Chief Financial Officer
and Treasurer
ARIAD
Pharmaceuticals, Inc.
125 Binney Street
Cambridge, Massachusetts 02142
(617)
494-0400
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Scott A. Barshay
Jeffrey D. Marell
Brian
C. Lavin
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212)
373-3000
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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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Purpose of Amendment.
This Amendment No. 5 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
of ARIAD Pharmaceuticals, Inc. (the
Company
) filed with the Securities and Exchange Commission (the
SEC
) on January 19, 2017, as amended (the
Schedule
14D-9
). The Schedule
14D-9
relates to the tender offer by Kiku Merger Co., Inc., a Delaware corporation (
Purchaser
) and an indirect wholly-owned
subsidiary of Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan (
Takeda
or
Parent
), to purchase, subject to certain conditions, including the satisfaction of the Minimum
Tender Condition (as defined in the Schedule
14D-9),
any and all of the outstanding shares (
Shares
) of common stock, par value $0.001 per share (
Common Stock
) of the
Company at a purchase price of $24.00 per Share in cash, net of applicable withholding taxes and without interest (the
Offer Price
) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
January 19, 2017 (as it may be amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the
Letter of
Transmittal
and together with the Offer to Purchase, the
Offer
). Purchaser and Takeda filed a Tender Offer Statement on Schedule TO (containing the Offer to Purchase, the Letter of transmittal and other documents
relating to the tender offer) with the SEC on January 19, 2017.
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
Item 8.
Additional Information
.
Item 8 of the Statement is hereby amended and supplemented by adding the following information below the
paragraph at the end of the Item:
Expiration of the Offer
The Offer and withdrawal rights expired as scheduled at 11:59 p.m., Eastern time, on Wednesday, February 15, 2017. The Offer was not extended. The depositary
for the Offer has indicated that, as of the expiration of the Offer, a total of 158,558,628 Shares (excluding Shares with respect to which notices of guaranteed delivery were delivered but which Shares were not yet delivered) have been validly
tendered and not validly withdrawn pursuant to the Offer, representing approximately 81.4% of the outstanding Shares as of the Expiration Time. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the
Minimum Tender Condition, as such term is defined in the Offer to Purchase. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of
the stockholders of the company pursuant to Section 251(h) of the DGCL. Accordingly, on February 16, 2017, Parent and Purchaser effected the Merger pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, in the Merger, each Share
that was issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by Parent, Purchaser or any other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time, (ii) owned by the
Company or any direct or indirect wholly-owned subsidiary of the Company or held in the Companys treasury or (iii) held by a holder who is entitled to appraisal and who has properly exercised appraisal rights for such Shares in accordance with
Section 262 of the DGCL) was converted automatically into the right to receive $24.00 in cash, net of applicable withholding taxes and without interest (which is the same amount per Share paid in the Offer). Following the Merger, all Shares will be
delisted from NASDAQ and deregistered under the Exchange Act.
On February 16, 2017, Takeda issued a press release announcing the expiration and
successful completion of the Offer and the consummation of the Merger. A copy of the press release issued by Takeda is filed as Exhibit (a)(5)(A) to the amendment to the Schedule TO filed with the SEC on February 16, 2017 and is incorporated by
reference herein.
Item 9.
Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:
(a)(14)
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Press Release issued by Takeda Pharmaceutical Company Limited on February 16, 2017 (incorporated by reference to Exhibit (a)(5)(A) to the Schedule TO-T/A filed with the SEC by Takeda Pharmaceutical Company Limited and
Kiku Merger Co., Inc. on February 16, 2017).
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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 Amendment to Schedule
14D-9
is true, complete and correct.
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ARIAD PHARMACEUTICALS, INC.
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By:
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/s/ Manmeet S. Soni
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Name:
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Manmeet S. Soni
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Title:
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Chief Financial Officer
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Dated: February 16, 2017
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