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
 
___________________________
 
Astex Pharmaceuticals, Inc.
(Name of Subject Company)

Sarissa Capital Domestic Fund LP
Sarissa Capital Offshore Master Fund LP
Sarissa Capital Management LP
Dr. Alexander Denner
Dr. Richard Mulligan
Mayu Sris
(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

04624B103
(CUSIP Number of Class of Securities)

Mark DiPaolo, Esq.
General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
(203) 302-2330
(Name, address and telephone numbers of person authorized to receive notices
 and communications on behalf of the persons filing statement)
 
 
  o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
 
 
 

 
 
 
 
 
This Amendment No. 2 to Solicitation/Recommendation Statement on Schedule 14D-9 (“ Amendment No. 2 ”) amends or supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the United States Securities and Exchange Commission (“ SEC ”) on October 8, 2013 (the “ Schedule 14D-9 ”), as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC on October 8, 2013. The Schedule 14D-9 relates to the cash tender offer (the “ Tender Offer ”) by Autumn Acquisition Corporation, a Delaware corporation (“ Purchaser ”) and wholly owned indirect subsidiary of Otsuka Pharmaceutical Co., Ltd., a joint stock company organized under the laws of Japan, to purchase all of Astex’s outstanding Shares at a price of $8.50 per Share, payable net to the seller in cash without interest thereon, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated September 13, 2013 (as amended or supplemented from time to time), and in the related Letter of Transmittal (as amended or supplemented from time to time).  The Tender Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time), which was filed by Purchaser with the SEC on September 13, 2013.  The information in the Schedule 14D-9 is incorporated in this Amendment No. 2 by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended or supplemented to the extent specifically provided herein.

The Schedule 14D-9 is hereby amended as follows:
 
Item 4.   The Solicitation or Recommendation.
 
Item 4 of the Schedule 14D-9 is hereby amended by adding the following new sentence:
 
“Reference is made to the press release dated October 9, 2013, a copy of which is filed as Exhibit 3 hereto and is incorporated herein by reference.”

Item 9.   Exhibits.  
 
Item 9 of the Schedule 14D-9 is hereby amended by inserting the following exhibit thereto:
 
“3. Press Release, dated October 9, 2013.”
 
 
 
 
 
 
 
 
 
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.
 
 
SARISSA CAPITAL DOMESTIC FUND LP
   
 
By: Sarissa Capital Fund GP LP, its general partner
   
   
 
By: /s/ Seth Platt                                                             
 
Name:
Seth Platt
 
Title:
Authorized Person
   
   
   
 
SARISSA CAPITAL OFFSHORE MASTER FUND LP
   
 
By: Sarissa Capital Offshore Fund GP LLC, its general partner
   
 
By: /s/ Seth Platt                                                             
 
Name:
Seth Platt
 
Title:
Authorized Person
   
   
 
SARISSA CAPITAL MANAGEMENT LP
   
 
By: /s/ Seth Platt                                                             
 
Name:
Seth Platt
 
Title:
Authorized Person
   
   
 
/s/ Alexander Denner                                                     
 
Name: Alexander Denner
   
   
 
/s/ Richard Mulligan                                                       
 
Name: Richard Mulligan
   
   
 
/s/ Mayu Sris                                                                   
 
Name: Mayu Sris

Dated:  October 9, 2013
Astex Pharmaceuticals, Inc. (MM) (NASDAQ:ASTX)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Astex Pharmaceuticals, Inc. (MM) Charts.
Astex Pharmaceuticals, Inc. (MM) (NASDAQ:ASTX)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Astex Pharmaceuticals, Inc. (MM) Charts.