UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Onyx
Pharmaceuticals, Inc.
(Name of Subject Company)
Onyx Pharmaceuticals, Inc.
(Names of Persons Filing Statement)
COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
683399109
(CUSIP Number of Class of Securities)
N. Anthony Coles
President and Chief Executive Officer
Onyx Pharmaceuticals, Inc.
249 East Grand Avenue
South San Francisco, California 94080
(650) 266-0000
With copies to:
Stuart M. Cable
James A. Matarese
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
On August 26, 2013, Onyx Pharmaceuticals, Inc. (Onyx), provided the following letter to its
customers:
Dear Customer,
As a
valued customer, I am pleased to tell you that Onyx has entered into an agreement to be acquired by Amgen. Amgen shares Onyxs vision for innovation on behalf of patients. We are pleased about the benefits and opportunities that will come from
being part of a significantly larger, global organization, expanding the potential for our therapies to reach more patients around the world.
The transaction is currently expected to be completed at the beginning of the fourth quarter, subject to the receipt of regulatory clearance. Until the
transaction closes, Onyx and Amgen will continue to operate as independent companies. During this time, we are working with our Amgen colleagues to develop integration plans that will focus on ensuring a seamless transition for our customers. Our
multiple approved therapies and pipeline that addresses difficult-to-treat cancers will be an integral part of the Amgen product line.
During
this time, we are committed to offering you the quality of support and service you have come to expect from us. Until further notification, please continue to communicate with us on a business as usual basis with regards to orders,
invoices, and other courses of business. The process for ordering product will remain unchanged during this period.
If you have any
questions, please do not hesitate to call [insert contact information].
Sincerely,
Dr. Helen Torley
Executive Vice President
Chief Commercial Officer
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 Onyx or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) by Amgen and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with
the SEC by Onyx. The offer to purchase shares of Onyx common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. 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. The tender offer statement
will be filed with the SEC by Amgen and Arena Acquisition Company, a wholly owned subsidiary of Amgen, and the Solicitation/Recommendation Statement will be filed with the SEC by Onyx. 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 Onyxs filings with the SEC may be obtained free of charge at the Investors section of Onyxs website at
www.onyx.com
.
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 Onyx or any other securities. On the commencement date of the Offer, a tender offer
statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) by Amgen and a Solicitation/Recommendation
Statement on Schedule 14D-9 will be filed with the SEC by Onyx. The offer to purchase shares of Onyx common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule
TO. 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. The tender offer statement will be filed with the SEC by Amgen and Arena Acquisition Company, a wholly owned subsidiary of Amgen, and the Solicitation/Recommendation Statement will be filed with the SEC by Onyx. 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 Onyxs filings with the SEC may be obtained free of charge at the Investors section of Onyxs website at
www.onyx.com
.
Forward-Looking Statements
Statements in this document may contain, in addition to historical information, certain statements that are forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Onyx has identified some of these forward-looking statements with 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 the use of future dates. Forward-looking statements in this document include without limitation statements regarding the planned completion of the Offer and 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: uncertainties as to the timing of the transaction; uncertainties as to the percentage of
Onyx 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; the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; Nexavar
®
(sorafenib) tablets,
Kyprolis
®
(carfilzomib) for Injection and Stivarga
®
(regorafenib) tablets being the only approved products from which we may obtain revenue; competition; failures or delays in our clinical trials or the regulatory
process; dependence on our collaborative relationship with Bayer; supply of Nexavar, Stivarga or Kyprolis; market acceptance and the rate of adoption of Nexavar, Stivarga and Kyprolis; pharmaceutical pricing and reimbursement pressures; serious
adverse side effects, if they are associated with Nexavar, Stivarga or Kyprolis; government regulation; possible failure to realize the anticipated benefits of business acquisitions or strategic investments; protection of our intellectual property;
and product liability risks; and other risks and uncertainties discussed in Onyxs filings with the SEC, including the Risk Factors sections of Onyxs most recent annual report on Form 10-K and subsequent quarterly reports on
Form 10-Q, as well as the tender offer documents to be filed by Amgen and Arena Acquisition Corporation, a wholly owned subsidiary of Amgen, and the Solicitation/Recommendation Statement to be filed by Onyx. Onyx 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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