This Amendment No. 6 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Zogenix, Inc., a Delaware corporation, with the United States Securities and Exchange Commission (the “SEC”) on
February 1, 2022 (as amended or supplemented from time to time, the “Schedule 14D-9”), relating to the tender offer (the “Offer”) by Zinc Merger Sub, Inc., a Delaware
corporation (“Purchaser”) and a wholly owned subsidiary of UCB S.A., a société anonyme formed under the laws of Belgium (“Parent”), to purchase all of the outstanding shares of common stock, par
value $0.001 per share, of the Company (the “Shares”), at a purchase price equal to (i) $26.00, net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law, plus (ii) one non-transferable contingent value right per Share (each, a “CVR”), which CVR represents the right to receive a contingent payment of $2.00, net to the seller in cash, without interest and less any
applicable tax withholding, which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
February 1, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to
time, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on February 1, 2022 (as amended or supplemented from time to time, the
“Schedule TO”). The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9 and are incorporated herein by
reference.
Except to the extent specifically provided in this Amendment, the information set forth in the
Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them 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 Schedule 14D-9 is hereby amended and supplemented
by replacing the first and second paragraphs under the heading “Regulatory Approvals,” on page 56 and 57, respectively, with the following paragraph:
“Under the HSR Act, and the rules promulgated thereunder, certain transactions may not be consummated unless HSR Premerger
Notification and Report Forms (“HSR Notifications”) have been filed with the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”), and
certain waiting period requirements have been satisfied. Each of Parent and the Company filed its respective HSR Notification under the HSR Act with the FTC and the Antitrust Division in connection with Purchaser’s purchase of Shares pursuant
to the Offer on February 1, 2022. The applicable waiting period expired, effective March 3, 2022 at 11:59 p.m., Eastern time. Accordingly, the condition to the Offer relating to the termination or expiration of any applicable waiting
period under the HSR Act (and any extension thereof, including under any agreement entered into in compliance with the Merger Agreement between a party and a governmental authority agreeing not to consummate the Offer or the Merger prior to a
certain date) applicable to the Offer or the Merger, has been satisfied.”
Item 8 of the Schedule 14D-9 is
hereby amended and supplemented by replacing the fourth and fifth sentences of the fourth paragraph, on page 57, under the heading “Regulatory Approvals,” with the following paragraph:
“On February 23, 2022, the FCO issued an unconditional phase 1 clearance letter with respect to the Offer and the
Merger. Accordingly, the condition to the Offer relating to the receipt of any clearance, approval or consent under applicable antitrust laws, to the extent relating to such clearances, approvals or consents under the German Act Against Restraints
of Competition, has been satisfied.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit: