Amended Statement of Ownership: Solicitation (sc 14d9/a)
May 09 2013 - 5:25PM
Edgar (US Regulatory)
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
(Amendment No. 1)
CONCEPTUS,
INC.
(Name of Subject Company)
CONCEPTUS, INC.
(Name of Person Filing Statement)
Common Stock,
par value $0.003 per share
(Title of Class of Securities)
206016107
(CUSIP Number of Class of Securities)
D. Keith Grossman
President and CEO
Conceptus, Inc.
331 East Evelyn Avenue
Mountain View, CA 94041
(650) 962-4000
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Michael W. Hall
Joshua M. Dubofsky
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025-3656
(650) 328-4600
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Purpose of Amendment
This Amendment No. 1 (this
Amendment
) amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 of Conceptus, Inc. (the
Company
) filed with the Securities and Exchange Commission (the
SEC
) on May 7, 2013 (as amended and supplemented from time to time, the
Schedule 14D-9
). The Schedule 14D-9 relates to the
offer by Evelyn Acquisition Company, a Delaware corporation (
Purchaser
) and a wholly-owned subsidiary of Bayer HealthCare LLC, a Delaware limited liability company (
Parent
), and an indirect wholly-owned
subsidiary of Bayer Aktiengesellschaft (
Bayer AG
), to purchase all of the outstanding shares of common stock, par value $0.003 per share (the
Shares
), of the Company, at a price of $31.00 per Share, payable net
to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2013, and in the related Letter of
Transmittal, copies of which are annexed to and filed with the Tender Offer Statement on Schedule TO filed by Purchaser, Parent and Bayer AG with the SEC on May 7, 2013.
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 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit
Number
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Description
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(a)(5)(D)
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Email distributed by the Company on May 9, 2013 to employees of the Company.
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(a)(5)(E)
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Additional FAQs made available by the Company on May 9, 2013 to employees of the Company.
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(a)(5)(F)
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Form of letter distributed by the Company on May 9, 2013 to certain non-sales employees of the Company.
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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 statement is true, complete and correct.
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CONCEPTUS, INC.
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By:
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/s/ Gregory E. Lichtwardt
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Name:
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Gregory E. Lichtwardt
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Title:
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Executive Vice President and Chief Financial Officer
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Dated: May 9, 2013
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