- Amended Statement of Ownership: Solicitation (SC 14D9/A)
20 June 2009 - 2:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange
Act of 1934
(Amendment
No. 4)
IDM
PHARMA, INC.
(Name of Subject Company)
IDM
PHARMA, INC.
(Name of Person Filing
Statement)
Common Stock, par value $0.01 per share
(Title of Class of
Securities)
449394105
(CUSIP Number of Class of
Securities)
Timothy P. Walbert
President
and Chief Executive Officer
IDM Pharma, Inc.
9 Parker, Suite 100
Irvine, CA 92618
(949) 470-4751
(Name, Address and Telephone
Number of Person Authorized to Receive
Notices and Communications
on Behalf of the Persons Filing Statement)
With copies to:
L. Kay Chandler, Esq.
COOLEY GODWARD KRONISH LLP
4401 Eastgate Mall
San Diego, CA 92121-9109
(858) 550-6000
|
Barbara L. Borden, Esq.
COOLEY GODWARD KRONISH LLP
4401 Eastgate Mall
San Diego, CA 92121-9109
(858) 550-6000
|
o
Check the box
if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This
Amendment No. 4 to the Schedule 14D-9 (this
Amendment
No. 4
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (
SEC
) on May 26,
2009, as amended and supplemented by Amendment No. 1 to the Schedule 14D-9
filed with the SEC on May 29, 2009, Amendment No. 2 to the Schedule
14D-9 filed with the SEC on June 2, 2009 and Amendment No. 3 to the
Schedule 14D-9 filed with the SEC on June 18, 2009 (as amended from time
to time, the
Schedule 14D-9
) by IDM
Pharma, Inc., a Delaware corporation (the
Company
).
The Schedule 14D-9 relates to the tender offer by Jade Subsidiary Corporation,
a Delaware corporation (
Offeror
)
and wholly owned subsidiary of Takeda America Holdings, Inc., which is a
New York corporation and wholly owned subsidiary of Takeda Pharmaceutical
Company Limited, a corporation organized under the laws of Japan (
TPC
), to purchase all of the outstanding
shares of common stock, par value $0.01 per share (the
Shares
) of the Company
at a price of $2.64 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 26, 2009 (the
Offer
to Purchase
), and in the related Letter of Transmittal (the
Letter of Transmittal
, and
together with the Offer to Purchase, the
Offer
),
copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) to
the Schedule 14D-9, respectively.
All references to the Offer
to Purchase, the Letter of Transmittal and the Offer include any amendments or
supplements to the Offer to Purchase and the Letter of Transmittal,
respectively.
All capitalized terms used in this Amendment No. 4
without definition have the meanings ascribed to them in the Schedule 14D-9.
The
information in the Schedule 14D-9 is incorporated into this Amendment No. 4
by reference to all of the applicable items in the Schedule 14D-9, except that
such information is hereby amended and supplemented to the extent specifically
provided in this Amendment No. 4.
The
Company is filing this Amendment No. 4 to file as an exhibit to the
Schedule 14D-9 a press release announcing TPCs and the Companys support
for the Bone Cancer Research Trusts annual Bone Cancer Awareness Week.
Item 9.
Exhibits.
Item 8 (
Exhibits
) of the Schedule 14D-9 is
hereby amended and supplemented by adding the following exhibit:
Exhibit No.
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Description
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(a)(5)(F)
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Joint Press
Release, dated June 19, 2009, issued by Takeda Pharmaceutical Company
Limited and IDM Pharma, Inc.
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2
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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IDM Pharma, Inc.
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By:
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/s/
Robert
J. De Vaere
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Name:
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Robert J. De
Vaere
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Title:
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Senior
Vice President, Finance and Administration and Chief Financial Officer
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Dated: June 19, 2009
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3
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