This Amendment No. 8 (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.
ITEM 8.
|
ADDITIONAL INFORMATION
|
Item 8 of this Schedule
14D-9
is hereby amended and supplemented as follows:
The following sentences replace the third and fourth sentences of the second paragraph of the subsection entitled
Regulatory ApprovalsForeign
Regulatory Filings in Germany and Austria
on page 44 of this Schedule
14D-9:
At 11:59 p.m., Central
European Time, on July 29, 2019, the FCA review period with respect to the Offer expired. Accordingly, the portion of the conditions to the Offer relating to Austrian merger control has been satisfied.
The following new subsection is added before the final subsection entitled
Forward-Looking Statements
on page 44 of this Schedule
14D-9:
Final Results of the Offer and Completion of the Merger
At 6:01 p.m., Eastern Time, on July 29, 2019, the Offer expired. Purchaser was advised by Computershare Trust Company, N.A., in its capacity as depository
for the Offer, that, as of the expiration of the Offer, a total of 171,905,358 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 77% of the Shares outstanding as of the expiration of the Offer.
As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition,
as defined in the Offer to Purchase, and all other conditions to the Offer were satisfied or waived. Promptly after the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the
Offer.
As the final step of the acquisition process, Pfizer completed its acquisition of Array by consummating the Merger without the affirmative vote of
Arrays stockholders, pursuant to Section 251(h) of the DGCL. At the Effective Time, Purchaser was merged with and into Array, with Array continuing as the Surviving Corporation and a wholly owned subsidiary of Pfizer, and each Share
(other than the Excluded Shares) issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $48.00 in cash without interest thereon and subject to any withholding of taxes.
As a result of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Market. Pfizer and Purchaser intend to take steps to cause
the termination of the registration of the Shares under the Exchange Act and to suspend all of Arrays reporting obligations under the Exchange Act as promptly as practicable.