- Amended Statement of Ownership: Solicitation (SC 14D9/A)
February 11 2009 - 4:45PM
Edgar (US Regulatory)
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
(Amendment No. 2)
TARGANTA THERAPEUTICS CORPORATION
(Name of Subject Company)
TARGANTA THERAPEUTICS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87612C100
(CUSIP Number of Class of Securities)
Daniel S. Char
Vice President, General Counsel and Secretary
222 Third St., Suite 2300
Cambridge, MA 02142
(617) 577-9020
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Marc A. Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
o
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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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TABLE OF CONTENTS
Purpose of the Amendment
This Amendment No. 2 (Amendment No. 2) amends the Solicitation/Recommendation Statement on
Schedule 14D-9, as originally filed with the Securities and Exchange Commission (SEC) on January
27, 2009 and as amended by Amendment No. 1 filed with the SEC on February 4, 2009 (the Schedule
14D-9) by Targanta Therapeutics Corporation, a Delaware corporation (the Company). The Schedule
14D-9 and this Amendment No. 2 relate to the tender offer by Boxford Subsidiary Corporation, a
Delaware corporation (the Purchaser) and a wholly-owned subsidiary of The Medicines Company, a
Delaware corporation (the Parent), as disclosed in a Tender Offer Statement on Schedule TO, dated
January 27, 2009 (the Schedule TO), filed by the Purchaser and the Parent, to purchase all the
outstanding shares of common stock, par value $0.0001 per share, of the Company, for consideration
of (1) $2.00 per common share, net to the seller in cash, plus (2) the contractual right to receive
up to an additional $4.55 per common share in contingent cash payments if specified regulatory and
commercial milestones are achieved within agreed upon time periods, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated January 27, 2009, and in the related
Letter of Transmittal, which together with the Offer to Purchase constitutes the Offer. The
Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(2) and (a)(3),
respectively, to the Schedule 14D-9.
The Offer is being made pursuant to the Agreement and Plan of Merger dated as of January 12, 2009
(the Merger Agreement), among the Company, the Purchaser and the Parent, pursuant to which,
following the consummation of the Offer and the satisfaction or waiver of certain conditions,
Purchaser will be merged with and into the Company, with the surviving entity, the Company,
becoming a direct wholly-owned subsidiary of the Parent.
Capitalized terms used, but not otherwise defined, in this Amendment No. 2 shall have the meanings
given in the Schedule 14D-9. All information in the Schedule 14D-9 is incorporated by reference in
this Amendment No. 2, except that such information is hereby amended to the extent specifically
provided herein.
Item 9. Exhibits.
Item 9 of Schedule 14D-9 is hereby amended by adding the following exhibit:
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Exhibit No.
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Description
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(a)(13)
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Notice to Warrant Holders dated February 11, 2009.
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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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Dated: February 11, 2009
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TARGANTA THERAPEUTICS CORPORATION
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By:
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/s/ Daniel S. Char
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Daniel S. Char
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Vice President, General Counsel and Secretary
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