- Amended Statement of Ownership: Solicitation (SC 14D9/A)
March 23 2009 - 9:24AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
_____________________________________________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section
14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
_____________________________________________________
Avigen, Inc.
(Name of Subject Company)
Avigen, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.001 Per
Share
(Title of Class of Securities)
053690103
(CUSIP Number of Class of Securities)
_____________________________________________________
M. Christina
Thomson
Vice President, General Counsel
and Secretary
Avigen, Inc.
1301
Harbor Bay Parkway
Alameda, California 94502
(510) 748-7150
(Name, Address and Telephone Number of
Person Authorized to Receive Notice and
Communications on Behalf of the
Person(s) Filing Statement)
_____________________________________________________
With copies to:
Brett D. White
Cooley Godward
Kronish LLP
Five Palo Alto
Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
o
Check the
box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment
No. 2 to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously
filed by Avigen, Inc., a Delaware corporation (Avigen), with the Securities
and Exchange Commission (the SEC) on February 6, 2009, and subsequently
amended (as amended, the Statement), relating to the tender offer by BVF
Acquisition LLC, a Delaware limited liability company (the Purchaser) and
wholly owned subsidiary of Biotechnology Value Fund, L.P., a Delaware limited
partnership (together with the Purchaser, BVF), to purchase all of the
outstanding Shares, upon the terms and conditions set forth in the Offer
contained in the Schedule TO filed by the Purchaser with the SEC on January 23,
2009, as thereafter amended. Capitalized terms used but not defined herein have
the meanings ascribed to them in the Statement.
ITEM 4. THE SOLICITATION OR
RECOMMENDATION
Item 4 is hereby amended and supplemented as follows:
The following paragraphs are added to Item 4 at the end of the section
entitled Background Summary:
On March 20, 2009, BVF issued a press release announcing that the
Purchaser had increased the Offer price from $1.00 per share to $1.20 per share
in cash.
Later in the day on March 20, 2009, the Board authorized Dr. Chahine and
RBC to contact BVF to explore the possibility of negotiating a settlement
between BVF and Avigen with respect to the Offer and the proxy contest.
The Board is currently reviewing the revised Offer price and will provide
its recommendation, or determination that it does not have a recommendation,
after the Board has had sufficient time to review thoroughly BVFs amended Offer
and make its recommendation with respect thereto.
Avigen has continued discussions with third parties, including
MediciNova, regarding potential strategic transactions. Avigen intends to
continue such discussions, and does not intend to provide public updates on the
status of such discussions until such time as a definitive agreement with
respect to a strategic transaction has been reached with a third party or all
such discussions are terminated. There can be no assurance that any discussions
will lead to an agreement or transaction.
SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this Statement
is true, complete and correct.
Date: March 23,
2009
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AVIGEN, INC.
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By:
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/s/ Andrew A. Sauter
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Andrew A. Sauter
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Chief Financial Officer
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