Amended Statement of Ownership: Solicitation (sc 14d9/a)
September 20 2013 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 6)
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, M.D.
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)
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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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This Amendment No. 6 to Schedule 14D-9 (this
Amendment
) amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission (the
SEC
) on September 3, 2013 (as amended or supplemented from time to time, the
Schedule 14D-9
), by Onyx
Pharmaceuticals, Inc., a Delaware corporation (
Onyx
). The Schedule 14D-9 relates to the tender offer by Arena Acquisition Company, a Delaware corporation (
Purchaser
), and a wholly-owned subsidiary
of Amgen Inc., a Delaware corporation (
Parent
and together with Purchaser, the
Offerors
), to purchase all of the issued and outstanding shares of Onyx common stock, par value $0.001 per share (the
Shares
) at a purchase price of $125.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
September 3, 2013 (as amended or supplemented from time to time, the
Offer to Purchase
), and the related Letter of Transmittal (as amended or supplemented from time to time, the
Letter of
Transmittal
, and, together with the Offer to Purchase, the
Offer
). The Shares will be purchased by Purchaser. The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from
time to time, filed by the Offerors with the SEC on September 3, 2013. The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The
information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 9. EXHIBITS.
Item 9
(Exhibits) of the Schedule 14D-9 is hereby amended and supplemented by inserting the following exhibit:
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Incorporated by Reference
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Exhibit
No.
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Exhibit
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Form
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File Date
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Exhibit or File No.
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Filed Herewith
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(a)(11)
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Questions and Answers for Employees.
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X
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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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ONYX PHARMACEUTICALS, INC.
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Dated: September 20, 2013
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By:
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/s/ N. Anthony Coles, M.D.
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Name:
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N. Anthony Coles, M.D.
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Title:
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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(a)(11)
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Questions and Answers for Employees.
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4
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