- Amended Statement of Ownership: Solicitation (SC 14D9/A)
18 7월 2012 - 6:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4)
of the Securities Exchange Act of 1934
AMYLIN PHARMACEUTICALS, INC.
(Name of Subject Company)
AMYLIN
PHARMACEUTICALS, INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
032346108
(CUSIP Number of Class of Securities)
Daniel M. Bradbury
President and Chief Executive Officer
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, California 92121
(858) 552-2200
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Nancy Lieberman, Esq.
Ann Beth Stebbins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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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. 1 to the Schedule 14D-9 (
Amendment No. 1
)
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on July 10, 2012 (as amended or supplemented from time to time, and together with the exhibits thereto, the
Schedule
14D-9
), by Amylin Pharmaceuticals, Inc. (the
Company
), a Delaware corporation. The Schedule 14D-9 relates to the cash tender offer (the
Offer
) by B&R Acquisition Company, a Delaware corporation
(
Merger Sub
) and a wholly-owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation (
Bristol-Myers Squibb
), to purchase all of the outstanding to purchase all of the issued and outstanding shares
of common stock, par value $0.001 per share of the Company at a purchase price of $31.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated July 10, 2012 (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
), each of which is attached to the Schedule TO (as amended or supplemented from time to time, and together with the exhibits thereto, the
Schedule TO
), filed by Bristol-Myers Squibb and certain of its
affiliates, including Merger Sub, with the SEC on July 10, 2012. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, and are incorporated herein by reference.
Except as otherwise set forth below, 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. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
This Amendment No. 1 to the Schedule 14D-9 is being filed to amend and supplement Item 9 by attaching as Exhibits to the
Schedule 14D-9 a transcript of an employee town hall meeting which was posted to the Companys intranet on July 17, 2012 and an Integration Frequently Asked Questions memorandum which was emailed to employees and posted to the
Companys intranet website on July 17, 2012.
Item 9 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(5)(E)
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Transcript of Town Hall Meeting with Bristol-Myers Squibb Company and Amylin Ohio LLC, dated July 12, 2012, and slide presentation used during the Town Hall
Meeting.
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(a)(5)(F)
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Amylin Integration Frequently Asked Questions memorandum distributed to Amylin employees on July 17, 2012.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule 14D-9 is true, complete and correct.
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AMYLIN PHARMACEUTICALS, INC.
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By:
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/s/ Harry J. Leonhardt
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Name:
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Harry J. Leonhardt
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Title:
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Senior Vice President, Legal and Compliance, and Corporate Secretary
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Dated: July 17, 2012
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