This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as further amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by
Longboard Pharmaceuticals, Inc., a Delaware corporation (“Longboard”), with the Securities and Exchange Commission (the “SEC”) on October 30, 2024, relating to the tender offer statement on Schedule TO filed with the SEC on
October 30, 2024, by H. Lundbeck A/S, a Danish aktieselskab (“Lundbeck”), Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Lundbeck (“Payor”), and Langkawi Corporation, a
Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of October 14, 2024, by and among Longboard, Lundbeck,
Payor and Purchaser to acquire all of the outstanding shares of common stock of Longboard, par value $0.0001 per share (the “Shares”) at a price of $60.00 per Share in cash, without interest and subject to any applicable withholding of
taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 30, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal.
Since the initial filing of the Schedule 14D-9, two Complaints (as defined below) have been filed by purported
stockholders, challenging certain disclosures in the Schedule 14D-9. In addition, Longboard has received thirteen Demand Letters (as defined below), including one that attached a draft complaint, generally
seeking certain allegedly omitted information in the Schedule 14D-9 be disclosed. Longboard believes that the disclosures originally set forth in the Schedule 14D-9
comply fully with all applicable laws and denies the allegations in the Complaints and Demand Letters. However, solely to avoid the risk of delay to the Transactions, to minimize any associated costs, risks, and uncertainties, and to provide
additional information to its stockholders, Longboard is voluntarily supplementing certain disclosures in the Schedule 14D-9 with the information set forth below under the sections titled “Item 3. Past
Contacts, Transactions, Negotiations and Agreements” and “Item 4. The Solicitation or Recommendation” and “Item 8. Additional Information” (collectively, the “Supplemental Disclosures”). Nothing
in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Longboard specifically denies all allegations in the
Complaints and Demand Letters, including that any additional disclosure was or is required or material.
Except as otherwise set forth in this Amendment
No. 2, the information set forth in the Schedule 14D-9, as amended, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. This
Amendment No. 2 is being filed to reflect certain updates as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
Item 4 “The Solicitation or Recommendation” of the Schedule 14D-9 is hereby amended and
supplemented as follows:
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1. |
By adding the bold text to the below paragraph under the section titled “—Background of the Offer
and the Merger” on page 13 as follows: |
“On April 19, 2024, a representative of Lundbeck contacted
Mr. Lind to indicate that Lundbeck would submit a non-binding proposal to acquire Longboard. Later that day, Lundbeck submitted a non-binding proposal to acquire
all of the outstanding shares of Longboard common stock for $29.00 per share in cash (the “Lundbeck April 19th Proposal”). The Lundbeck April 19th Proposal indicated that the proposal was subject to, among other customary conditions,
satisfactory completion of due diligence, and did not include any terms relating to compensation or similar arrangements with any Longboard employee, officer or director, beyond any accelerated vesting of outstanding equity awards. The
Lundbeck April 19th Proposal was shared with the Board, Longboard management, Evercore Group L.L.C., which was subsequently formally retained as Longboard’s financial advisor (“Evercore”), and Cooley LLP, Longboard’s outside
legal counsel (“Cooley”).”
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2. |
By adding the bold text to the below paragraph under the section titled “—Background of the Offer
and the Merger” on page 14 as follows: |
“On May 13, 2024, a representative of Lundbeck contacted
Mr. Lind to indicate that Lundbeck would submit a revised, non-binding proposal to acquire Longboard. Later that day, Lundbeck submitted a revised, non-binding
proposal to acquire all of the outstanding shares of Longboard common stock for $34.50 per share in cash (the “Lundbeck May 13th Proposal”). The Lundbeck May 13th Proposal indicated that the proposal was subject to, among other customary
conditions, satisfactory completion of due diligence, and did not include any terms relating to compensation or similar arrangements with any Longboard employee, officer or director, beyond any accelerated vesting of outstanding equity
awards. The Lundbeck May 13th Proposal was shared with the Board, Longboard management, Evercore and Cooley.”
