UNITED STATES
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
Cascadian Therapeutics, Inc.
(Name of Subject Company)
Cascadian
Therapeutics, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
14740B606
(CUSIP Number
of Class of Securities)
Scott Myers
President and Chief Executive Officer
Cascadian Therapeutics, Inc.
3101 Western Avenue, Suite 600
Seattle, WA 98121
(206)
801-2100
(Name, address and telephone numbers of person authorized to receive notices and
communications
on behalf of the persons filing statement)
With copies to:
Paul J. Jaskot
Reed
Smith LLP
Three Logan Square
Philadelphia, PA 19103
215-851-8100
☒
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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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On January 31, 2018, Cascadian Therapeutics, Inc., a Delaware corporation (the
Company
),
issued a press release announcing the entry into an Agreement and Plan of Merger (the
Merger Agreement
), by and among the Company, Seattle Genetics, Inc., a Delaware corporation (
Parent
), and Valley Acquisition
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (
Purchaser
), pursuant to which Purchaser will commence a tender offer (the
Offer
) to purchase all of the issued and outstanding shares
(the
Shares
) of common stock, par value $0.0001 per share, of the Company at a price of $10.00 per Share in cash, net to the seller, without interest and subject to any required withholding of taxes. If successful, the Offer will
be followed by the merger of the Company with and into the Purchaser pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the
Merger
), and
becoming a wholly-owned subsidiary of Parent.
This
Schedule 14D-9
filing consists of the following documents
related to the proposed Offer and Merger:
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(i)
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Company email to employees
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(ii)
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Company employee presentation
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(iii)
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Letter to HER2CLIMB clinical investigators
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(iv)
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Letter to partners and vendors
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(v)
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Letter to vendors and suppliers
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(vi)
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Email to temporary workers and contractors
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The information set forth under Items 1.01, 8.01 and 9.01 of
the Current Report on
Form 8-K
filed by the Company on January 31, 2018 (including Exhibit 2.1 and Exhibit 99.1 attached thereto) is incorporated herein by reference.
Additional Information and Where to Find It
The tender
offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other
securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the
SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule
14D-9
relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common
stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The tender offer statement will be filed with the SEC by Valley
Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and
other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888)
750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding
the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the
Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will,
intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or
variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved.
Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include,
without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the
Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other
business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time
to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form
8-K,
quarterly reports on Form
10-Q
and annual reports on Form
10-K,
as well as the Schedule
14D-9
to be filed by the Company. These risks, uncertainties and other
factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained in this communication are
reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.
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