Amended Statement of Ownership: Solicitation (sc 14d9/a)
February 23 2018 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Bioverativ Inc.
(Name of Subject Company)
Bioverativ Inc.
(Name of Person Filing Statement)
Common Stock, $.001 par value per share
(Title of Class of Securities)
09075E100
(CUSIP Number of Class of Securities)
John G. Cox
Chief Executive Officer
Bioverativ Inc.
225 Second Avenue
Waltham, Massachusetts 02451
(781) 663-4400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Andrea DiFabio
Executive Vice President, Chief Legal Officer
Bioverativ Inc.
225 Second Avenue
Waltham, Massachusetts 02451
(781) 663-4400
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Scott A. Barshay
Jeffrey D. Marell
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.
This Amendment No. 3 (the
Amendment
) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Bioverativ Inc., a Delaware corporation (the
Company
) filed with the Securities and Exchange Commission (the
SEC
) on February 8, 2018 (as subsequently amended, the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by Blink Acquisition Corp., a Delaware corporation (
Purchaser
) and an indirect wholly-owned subsidiary of Sanofi, a French
société anonyme
(
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 $105.00 per Share in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 7, 2018 (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
). The Offer is described in a Tender Offer Statement on Schedule TO (containing the Offer to Purchase, the Letter of Transmittal and other documents relating to the tender offer), as it may be amended or supplemented from time to time, filed by Parent and Purchaser with the SEC on February 7, 2018 and as subsequently amended.
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 Schedule 14D-9 and the disclosure under
Legal Proceedings
are hereby amended and supplemented by inserting the following at the end of this section:
On February 21, 2018, a fourth putative class action lawsuit, captioned Catherine Quigley v. Bioverativ Inc., et al., C.A. No. 10338, was filed in connection with the Offer and the Merger in the District Court for the District of Massachusetts. The complaint names the Company and the members of the Companys board of directors as defendants. The complaint generally alleges that the Company omitted certain information from the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company in connection with the Offer. The complaint seeks, among other things, to enjoin the defendants from proceeding with, consummating, or closing the Offer and the Merger. Defendants believe that the claims asserted against them are without merit and intend to contest them vigorously.
Item 8 of the Schedule 14D-9 and the disclosure under
Antitrust ComplianceU.S Antitrust Laws
are hereby amended and supplemented by amending and restating this section as follows:
Under the HSR Act, certain transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the U.S. Department of Justice (the
Antitrust Division
) and the Federal Trade Commission (the
FTC
) and certain waiting period requirements have been satisfied. These requirements apply to Purchasers acquisition of the Shares in the Offer.
On February 7, 2018, each of Parent and the Company filed Notification and Report Forms under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. The waiting period applicable to the Offer under the HSR Act expired at 11:59 p.m., Eastern Time, on February 22, 2018. Accordingly,
the condition to the Offer requiring that any waiting period under the HSR Act applicable to the Offer and the Merger shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.
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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 Schedule 14D-9 is true, complete and correct.
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BIOVERATIV INC.
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By:
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/s/ Andrea DiFabio
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Andrea DiFabio
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Executive Vice President,
Chief Legal Officer
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Date: February 23, 2018
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