Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
May 08 2014 - 8:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
Chelsea
Therapeutics International, Ltd.
(Name of Subject Company)
Chelsea
Therapeutics International, Ltd.
(Names of Persons Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
163428105
(CUSIP Number of Class of Securities)
Joseph G. Oliveto
President and Chief Executive Officer
Chelsea Therapeutics International, Ltd.
3530 Toringdon Way, Suite 200
Charlotte, North Carolina 28277
(704) 341-1516
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Steven A. Navarro, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
x
Check the box
if the filing relates solely to preliminary communications made before the commencement of a tender offer.
The information set forth under Items 1.01, 7.01 and 9.01 of
the Current Report on Form 8-K filed by Chelsea Therapeutics International, Ltd. (the “
Company
”) on May 8, 2014
(including all exhibits attached thereto) is incorporated herein by reference.
Additional Information
The tender offer described in this document (the
“
Offer
”) has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of the Company or any other securities. On the commencement date of the Offer,
Acquisition Sub will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal
and related documents, with the United States Securities and Exchange Commission (the “
SEC
”) and
thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Investors and
security holders are urged to read both the Tender Offer Statement and the Solicitation/Recommendation Statement regarding
the Offer, as they may be amended from time to time, when they become available because they will contain important
information. Investors and security holders may obtain a free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent
for the tender offer which will be named in the Tender Offer Statement. Copies of the Company’s filings with the SEC
may also be obtained free of charge at the “Investors” section of the Company’s website at
www.chelseatherapeutics.com.
Forward-Looking Statements
Statements in this document may contain, in addition
to historical information, certain forward-looking statements. Some of these forward-looking statements may contain words
like “believe,” “may,” “could,” “would,” “might,”
“possible,” “will,” “should,” “expect,” “intend,”
“plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar
meaning or they may use future dates. Forward-looking statements in this document include without limitation statements
regarding the planned completion of the transaction. These statements are subject to risks and uncertainties that
could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and
uncertainties related to: the timing of the transaction; the percentage of the Company’s stockholders tendering their
shares in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of disruption caused by the transaction making it more
difficult to maintain relationships with employees, collaborators, vendors and other business partners; stockholder
litigation in connection with the transaction resulting in significant costs of defense, indemnification and liability; and
other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors”
sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form
10-Q to be filed for the quarter ended March 31, 2014, as well as the tender offer documents to be filed by Acquisition Sub
and the Solicitation/Recommendation Statement to be filed by the Company. The Company undertakes no obligation to update any
forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by
law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
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