This Amendment No. 5 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, this
Schedule
14D-9
) filed by Array BioPharma
Inc. (
Array
) with the Securities and Exchange Commission (the
SEC
) on June 28, 2019, relating to the tender offer by Arlington Acquisition Sub Inc., a Delaware corporation (
Purchaser
) and
wholly owned subsidiary of Pfizer Inc., a Delaware corporation (
Pfizer
), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the
Shares
), other than Excluded Shares
and Converted Shares (each as defined in the Merger Agreement, dated as of June 14, 2019, among Array, Pfizer and Purchaser) of Array for a purchase price of $48.00 per Share in cash, net to the seller without interest thereon and subject to
any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed by Pfizer and Purchaser with the SEC on June 28, 2019, as amended or supplemented from time to time, and in the related Letter of
Transmittal, filed by Pfizer and Purchaser with the SEC on June 28, 2019, as amended or supplemented from time to time.
Except to the extent
specifically provided in this Amendment, the information set forth in this
Schedule 14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings
ascribed to them in this
Schedule 14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
Explanatory Note
:
This supplemental information should
be read in conjunction with this Schedule
14D-9
in its entirety. Array believes that no supplemental disclosure is required under applicable laws and that this Schedule
14D-9
disclosed all material information required to be disclosed therein. However, to avoid the risk that lawsuits may delay or otherwise adversely affect the Transactions and to minimize the expense of
defending such actions, Array wishes to make voluntarily certain supplemental disclosures related to the proposed Transactions, all of which are set forth below and should be read in conjunction with this Schedule
14D-9.
Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.
ITEM 4.
|
THE SOLICITATION OR RECOMMENDATION
|
Item 4 of this Schedule
14D-9
is hereby amended and supplemented as follows:
The following sentence is added at the end of the second full paragraph on page 14 of this Schedule
14D-9
under the
heading entitled
Item 4. The Solicitation or Recommendation
Background of the Offer and the Merger
:
The
confidentiality agreement, as amended, does not prevent Party B from making confidential communications to Array including, without limitation, a confidential proposal to acquire Array or a confidential request to amend or waive certain provisions
of the confidentiality agreement.
The following sentences replace the first and second sentences in the second paragraph under the heading entitled
Item 4. The Solicitation or Recommendation
Opinion of Arrays Financial AdvisorDiscounted Cash Flow Analysis
on page 33 of this Schedule
14D-9:
Based on information from Array management, Centerview used the forecasted unlevered free cash flows of Array based on the June 14
Forecasts during the period beginning on June 30, 2020, and ending on June 30, 2037, and an implied terminal value, calculated by Centerview, assuming that unlevered free cash flows would decline in perpetuity after June 30, 2037, at
a rate of free cash flow decline of 80.0% year-over-year (with the exception of platform and overhead research and development and general and administrative cash flows, for which a 0% perpetuity growth rate was assumed) based on assumptions
provided by Array management reflecting, among other things, potential of Arrays discovery platform. The unlevered free cash flows were then discounted to present values using a range of discount rates from 9.5% to 11.5% using a
mid-year
convention. This range of discount rates was based on Centerviews analysis of Arrays weighted average cost of capital using the Capital Asset Pricing Model taking into account certain metrics
that Centerview deemed relevant in its professional judgment and experience, including target capital structure, levered and unlevered betas for the companies listed in the Selected Comparable Public Company analysis described above, tax rates, the
market risk and size premia and yields for U.S. treasury notes.