Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
15 July 2015 - 7:28AM
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
RECEPTOS, INC.
(Name of
Subject Company)
RECEPTOS, INC.
(Name of
Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
756207106
(CUSIP Number
of Class of Securities)
Faheem Hasnain
President and Chief Executive Officer
Receptos, Inc.
3033
Science Park Road, Suite 300
San Diego, California 92121
(858) 652-5700
(Name,
address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Charles K. Ruck
R.
Scott Shean
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
(714) 540-1235
þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
The information set forth under Item 8.01 of the Current Report on Form 8-K filed by
Receptos, Inc. (the Company) on July 14, 2015 (including all exhibits attached thereto and incorporated therein by reference), is incorporated herein by reference.
Notice to Investors
The tender offer for
all of the outstanding shares of the Company (the Offer) has not yet commenced. This filing and the attached exhibit are not an offer to buy nor a solicitation of an offer to sell any the Companys securities. The solicitation and
the offer to buy shares of the Companys common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Celgene Corporation, a
Delaware corporation (Parent), and Strix Corporation, a Delaware corporation and wholly owned subsidiary of Parent (Acquisition Sub), intend to file with the Securities and Exchange Commission (the SEC). In
addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to
purchase, the Companys Solicitation/Recommendation Statement on Schedule 14D-9 and related materials with respect to the Offer and the merger of Acquisition Sub with and into the Company, with the Company surviving as a wholly owned
subsidiary of Parent (the Merger), free of charge at the website of the SEC at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or
furnished to the SEC by the Company under the Investors section of the Companys website at http://ir.receptos.com/. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE
SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO WHETHER TO TENDER THEIR SHARES PURSUANT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
Forward-Looking Statements
Statements
included in this report that are not a description of historical facts are forward-looking statements. Words or phrases such as believe, may, could, will, estimate, continue,
anticipate, intend, seek, plan, expect, should, would or similar expressions are intended to identify forward-looking statements, and are based on the Companys
current beliefs and expectations. These forward-looking statements include without limitation statements regarding the planned completion of the Offer and the Merger. The Companys actual future results may differ materially from the
Companys current expectations due to the risks and uncertainties inherent in its business. These risks include, but are not limited to: uncertainties as to the timing of the Offer and the Merger; uncertainties as to the percentage of the
Companys stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and
other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the Companys
business, including those detailed under Risk Factors and elsewhere in the Companys public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent and Acquisition Sub and the
Solicitation/Recommendation Statement to be filed by the Company in connection with the Offer. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking
statements are qualified in their entirety by this cautionary statement and the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update
this report to reflect events or circumstances after the date hereof, except as required by law.
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