Amended Statement of Ownership: Solicitation (sc 14d9/a)
20 October 2016 - 12:28AM
Edgar (US Regulatory)
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. 3)
Tobira
Therapeutics, Inc.
(Name of Subject Company)
Tobira
Therapeutics, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
88883P 10 1
(CUSIP
Number of Class of Securities)
Laurent Fischer, M.D.
President and Chief Executive Officer
701 Gateway Boulevard, Suite 300
South San Francisco, CA 94080
(650) 741-6625
(Name,
address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Copies to:
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Jay K. Hachigian
Bennett L. Yee
Andrew Y. Luh
Heidi E. Mayon
Gunderson
Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
1200 Seaport Boulevard
Redwood City, California, 94063
(650) 321-2400
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Graham Robinson
Laura Knoll
Skadden,
Arps, Slate, Meagher & Flom LLP
500 Boylston Street, 23rd Floor
Boston, Massachusetts, 02116
(617) 573-4800
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☐
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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. 3 (this
Amendment No. 3
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Tobira Therapeutics, Inc., a Delaware corporation (
Tobira
or the
Company
), with the Securities and Exchange Commission (the
SEC
) on October 3, 2016 (together with any subsequent amendments and supplements thereto, including this Amendment No. 3, the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by Sapphire
Acquisition Corp., a Delaware corporation (
Purchaser
), a wholly owned subsidiary of Allergan Holdco US, Inc., a Delaware corporation (
Parent
), and an indirect wholly owned subsidiary of Allergan plc, an Irish
public limited company (
Allergan
), for all of the outstanding shares of common stock, par value $0.001 per share (
Shares
), of Tobira at a price of (x) $28.35 per Share, net to the seller in cash, without
interest and less any applicable withholding taxes, plus (y) one contractual contingent value right per Share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate, if any, if certain specified
milestones are achieved, upon the terms and subject to the conditions set forth in the offer to purchase dated October 3, 2016 (the
Offer to Purchase
) and in the related letter of transmittal (the
Letter of
Transmittal
), which, as each may be amended or supplemented from time to time, collectively constitute the
Offer.
The Offer is described in a Tender Offer Statement on Schedule TO filed by Purchaser, Parent and Allergan
with the SEC on October 3, 2016. Copies of the Offer to Purchase and form of Letter of Transmittal are filed as Exhibit (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.
Except to the extent specifically provided in this Amendment No. 3, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated
herein by reference as relevant to the items in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8.
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ADDITIONAL INFORMATION
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The fourth sentence in the first paragraph of
Item 8. Additional InformationRegulatory Approvals
on page 57 of the Schedule 14D-9, as
such sentence was amended and restated by Amendment No. 1 to the Schedule 14D-9 filed with the SEC on October 4, 2016, is deleted and replaced with the following sentences:
On October 18, 2016, the FTC granted early termination of the waiting period applicable to the Offer under the HSR Act. Accordingly, the condition of
the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. On October 19, 2016, Allergan and Tobira issued a joint press release announcing the early termination of the waiting period under the
HSR Act. A copy of the joint press release is filed as Exhibit (a)(1)(J) hereto and is incorporated herein by reference.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
exhibit:
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Exhibit
No.
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Description
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(a)(1)(J)
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Joint Press Release issued by Tobira Therapeutics, Inc. and Allergan plc, dated October 19, 2016.
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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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Date: October 19, 2016
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Tobira Therapeutics, Inc.
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By:
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/s/ Laurent Fischer, M.D.
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Name:
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Laurent Fischer, M.D.
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Title:
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Chief Executive Officer
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