Amended Statement of Ownership: Solicitation (sc 14d9/a)
24 February 2022 - 8:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
ZOGENIX, INC.
(Name of
Subject Company)
ZOGENIX, INC.
(Name of
Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98978L204
(CUSIP Number
of Class of Securities)
Stephen J. Farr, Ph.D.
President and Chief Executive Officer
Zogenix, Inc.
5959
Horton Street, Suite 500
Emeryville, CA 94608
(510) 550-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement)
With copies to:
R. Scott Shean
Cheston
J. Larson
Matthew T. Bush
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
(858) 523-5400
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer. |
This Amendment No. 2 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, this Schedule 14D-9) filed by Zogenix, Inc., a
Delaware corporation, with the United States Securities and Exchange Commission (the SEC) on February 1, 2022, relating to the tender offer (the Offer) by Zinc Merger Sub, Inc., a Delaware corporation
(Purchaser) and a wholly owned subsidiary of UCB S.A., a société anonyme formed under the laws of Belgium (Parent), to purchase all of the outstanding shares of common stock, par value
$0.001 per share, of the Company (the Shares), at a purchase price equal to (i) $26.00, net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law, plus (ii) one non-transferable contingent value right per Share (each, a CVR), which CVR represents the right to receive a contingent payment of $2.00, net to the seller in cash, without interest and less any
applicable tax withholding, which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
February 1, 2022 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to
time, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the Schedule TO) filed by Parent and Purchaser with the SEC on
February 1, 2022. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9 and are incorporated herein by reference.
Except to the extent specifically provided in this Amendment, the information set forth in this Schedule 14D-9 remains
unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed to reflect certain updates as
reflected below.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
|
|
|
Exhibit Number |
|
Description |
|
|
(a)(5)(W) |
|
Template of Employee Compensation Summary issued by the Company, dated February 23, 2022. |
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.
|
|
|
Zogenix, Inc. |
|
|
By: |
|
/s/ Stephen J. Farr |
Name: Stephen J. Farr. Ph.D. |
Title: President and Chief Executive Officer |
Dated: February 23, 2022
3
Zogenix (NASDAQ:ZGNX)
Historical Stock Chart
From May 2024 to Jun 2024
Zogenix (NASDAQ:ZGNX)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Zogenix Inc (NASDAQ): 0 recent articles
More Zogenix, Inc. News Articles