STML Stemline Therapeutics Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14D-9

(Rule 14d-101)
(Amendment No. 7)

 

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

 

Stemline Therapeutics, Inc.

(Name of Subject Company)

 

Stemline Therapeutics, Inc.

(Name of Persons Filing Statement)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

85858C107

(CUSIP Number of Class of Securities)

 

Ivan Bergstein, M.D.
Chairman, President and Chief Executive Officer
750 Lexington Avenue
Eleventh Floor
New York, New York 10022
(646) 502-2311

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)

 

Copies to:

 

Graham Robinson Faiz Ahmad Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street, 23rd Floor Boston, Massachusetts 02116 (617) 573-4800

Matthew Mamak Alston & Bird LLP 90 Park Avenue New York, New York 10016 (212) 210-1256

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

This Amendment No. 7 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, this “Schedule 14D-9”) filed by Stemline Therapeutics, Inc. (“Stemline”) with the Securities and Exchange Commission (the “SEC”) on May 12, 2020, relating to the tender offer by Mercury Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”), and an indirect wholly owned subsidiary of A. Menarini - Industrie Farmaceutiche Riunite - S.r.l. (“Menarini”), a company formed under the laws of Italy, to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Stemline for (i) $11.50 per Share, net to the seller in cash, without interest, plus (ii) one (1) contingent value right per Share as set forth in the Contingent Value Rights Agreement, and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed by Parent, Purchaser and Menarini with the SEC on May 12, 2020 (as amended or supplemented from time to time), and in the related Letter of Transmittal (as amended or supplemented from time to time).

 

Except to the extent specifically provided in this Amendment, the information set forth in this Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.

 

ITEM 8.   ADDITIONAL INFORMATION

Item 8 of this Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs immediately beneath the heading entitled “Item 8. Additional Information—Legal Proceedings” on page 56 of this Schedule 14D-9:

 

On May 2, 2017, a shareholder derivative action was filed in the Supreme Court of the State of New York, County of New York, against all of Stemline’s directors and certain of its officers. Stemline is named only as a nominal defendant. The lawsuit alleges that the officers and directors breached their fiduciary duties to Stemline.

 

On June 25, 2019, a shareholder derivative action was filed in the Supreme Court of the State of New York, County of New York (collectively with the derivative action described in the preceding paragraph, the “Derivative Actions”). Stemline is named solely as a nominal defendant. The lawsuit seeks damages and equitable relief related to Stemline’s directors’ compensation in each year of 2013 through 2018.

 

As described in “Item 4. The Solicitation or Recommendation—Background to the Offer and the Merger” above (as amended by Amendment No. 5 to this Schedule 14D-9, filed by Stemline with the SEC on June 1, 2020), on May 3, 2020, the Stemline Board concluded that the value of the Derivative Actions to Stemline, if any, was immaterial in the context of the proposed transaction consideration. The parties to each of the Derivative Actions have reached a settlement agreement in principle, pursuant to which (subject to conditions agreed upon by the applicable parties) plaintiffs in the Derivative Actions will release any individual claims in connection with the Offer and the Merger. Following the closing of the Merger, plaintiffs will lose standing to continue to prosecute the Derivative Actions, and at that point plaintiffs will take such steps as are appropriate to voluntarily dismiss the Derivative Actions on the basis that they lack standing.

 

 

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.

 

 

Dated: June 4, 2020		Stemline Therapeutics, Inc.
		By:	/s/ Kenneth Hoberman
		Name:	Kenneth Hoberman
		Title:	Chief Operating Officer