Amended Statement of Ownership: Solicitation (sc 14d9/a)
19 September 2013 - 8:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 4)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Onyx Pharmaceuticals, Inc.
(Name of Subject Company)
Onyx
Pharmaceuticals, Inc.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
683399109
(CUSIP Number of Class of Securities)
N. Anthony
Coles, M.D.
President and Chief Executive Officer
Onyx Pharmaceuticals, Inc.
249 East Grand Avenue
South San Francisco, California 94080
(650) 266-0000
With
copies to:
Stuart M. Cable
James A. Matarese
Goodwin Procter LLP
Exchange Place
Boston,
MA 02109
(617) 570-1000
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
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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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This Amendment No. 4 to Schedule 14D-9 (this
Amendment
) amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission (the
SEC
) on September 3, 2013 (as amended or supplemented from time to time, the
Schedule 14D-9
), by Onyx
Pharmaceuticals, Inc., a Delaware corporation (
Onyx
). The Schedule 14D-9 relates to the tender offer by Arena Acquisition Company, a Delaware corporation (
Purchaser
), and a wholly-owned subsidiary
of Amgen Inc., a Delaware corporation (
Parent
and together with Purchaser, the
Offerors
), to purchase all of the issued and outstanding shares of Onyx common stock, par value $0.001 per share (the
Shares
) at a purchase price of $125.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
September 3, 2013 (as amended or supplemented from time to time, the
Offer to Purchase
), and the related Letter of Transmittal (as amended or supplemented from time to time, the
Letter of
Transmittal
, and, together with the Offer to Purchase, the
Offer
). The Shares will be purchased by Purchaser. The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from
time to time, filed by the Offerors with the SEC on September 3, 2013. The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The
information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 8.
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ADDITIONAL INFORMATION.
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Item 8 (
Additional Information
) of the Schedule
14D-9 is hereby amended and supplemented by replacing the third and fourth paragraphs set forth under the heading
Regulatory Approvals
Antitrust
with the following:
On September 6, 2013, each of Onyx and Parent filed a Premerger Notification and Report Form with the FTC and the Antitrust Division for
review in connection with the Offer. The initial waiting period under the HSR Act, which was scheduled to expire on September 23, 2013, was terminated early, effective September 18, 2013.
On September 18, 2013, Parent and Onyx issued a joint press release announcing the early termination of the initial waiting period under
the HSR Act. The full text of the press release is attached as Exhibit (a)(5)(iv) to the Schedule TO and is incorporated herein by reference.
Item 9 (Exhibits) of the Schedule 14D-9 is hereby amended and supplemented
by inserting the following exhibit:
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Exhibit
No.
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Exhibit
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Incorporated by Reference
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Form
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File Date
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Exhibit or File No.
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(a)(10)
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Joint Press Release issued by Parent and Onyx dated September 18, 2013 (incorporated by reference to Exhibit (a)(5)(iv) to Amendment No. 4 to the Tender Offer Statement on Schedule TO filed by Amgen Inc. and Arena Acquisition
Company on September 18, 2013).
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Schedule TO
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9/18/2013
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(a)(5)(iv)
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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 Schedule 14D-9 is true,
complete and correct.
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ONYX PHARMACEUTICALS, INC.
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Dated: September 18, 2013
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By:
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/s/ N. Anthony Coles, M.D.
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Name:
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N. Anthony Coles, M.D.
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Title:
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Chairman and Chief Executive Officer
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3
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