Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
02 Novembro 2017 - 6:40PM
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
Ocera
Therapeutics, Inc.
(Name of Subject Company)
Ocera
Therapeutics, Inc.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
(Title of Class of Securities)
67552A108
(CUSIP Number
of Class of Securities)
Ocera Therapeutics, Inc.
Linda Grais
Chief
Executive Officer
555 Twin Dolphin Drive, Suite 615
Redwood City, California 94065
(650)
475-0150
(Name, Address and Telephone Number, including area code, of Agent For Service)
With copies to:
Mitchell S. Bloom, Esq.
Daniel Lang, Esq.
Andrew
H. Goodman, Esq.
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New
York, New York 10018
(212)
813-8800
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)
☒
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This
Schedule 14D-9
filing contains the following documents relating
to the proposed acquisition of Ocera Therapeutics, Inc., a Delaware corporation (Ocera or the Company) by MAK LLC, a Delaware limited liability company (Parent) and MEH Acquisition Co., Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent (Purchaser), pursuant to the Agreement and Plan of Merger, dated as of November 1, 2017 by and among the Company, Parent, Purchaser and for limited purposes, Mallinckrodt
plc, an Irish public limited company and the ultimate parent entity of Parent and Purchaser (Mallinckrodt):
Exhibit 99.1: Email to
Employees
Exhibit 99.2: Email to Partners
Forward-Looking Statements
Any statements made in this
communication that are not statements of historical fact, including statements about the expected timetable for completing the transaction and the Companys beliefs and expectations and statements about the tender offer and Mallinckrodts
proposed acquisition of the Company, including the timing of and closing conditions to the acquisition, and the potential effects of the acquisition on both Mallinckrodt and the Company are forward-looking statements that are based on
managements beliefs, certain assumptions and current expectations and should be evaluated as such. These statements may be identified by their use of forward-looking terminology such as the words expects, projects,
anticipates, intends and other similar words. Forward-looking statements include statements that may relate to Mallinckrodts or the Companys plans, objectives, strategies, goals, future events, future revenues or
performance, and other information that is not historical information. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include,
but are not limited to, general economic, business and market conditions and the satisfaction of the conditions to closing of the proposed transaction. For a more complete discussion of certain of the risks and uncertainties that could cause actual
results to differ from those contained in the forward-looking statements with respect to the Company, see the discussion of risks and uncertainties in the Companys annual report on Form
10-K,
quarterly
reports on
Form 10-Q
and other documents filed by Ocera from time to time with the SEC. The forward- looking statements contained in this report are made as of the date hereof, and the Company undertakes
no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
Important Information
The tender offer referred to in
this document has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Mallinckrodt and
its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Mallinckrodt and its acquisition subsidiary will cause to be filed a tender offer statement on Schedule TO with
the SEC, and the Company will file a solicitation/recommendation statement on
Schedule 14D-9
with respect to the offer. THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANYS STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be mailed to the
Companys stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of the Company by accessing Oceras website at
www.ocerainc.com
or upon written request to Ocera Therapeutics, Inc., 555 Twin Dolphin Drive, Suite 615, Redwood City, California 94065. In addition, the tender offer statement and the solicitation/recommendation statement (and all
other documents filed with the SEC) will be available at no charge on the SECs website:
www.sec.gov
, upon filing with the SEC.
THE
COMPANYS STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE
SCHEDULE 14D-9,
AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Ocera Therapeutics, Inc. (NASDAQ:OCRX)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Ocera Therapeutics, Inc. (NASDAQ:OCRX)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024