Amended Statement of Ownership: Solicitation (sc 14d9/a)
25 Agosto 2015 - 9:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
RECEPTOS, INC.
(Name of
Subject Company)
RECEPTOS, INC.
(Name of
Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
756207106
(CUSIP Number
of Class of Securities)
Faheem Hasnain
President and Chief Executive Officer
Receptos, Inc.
3033
Science Park Road, Suite 300
San Diego, California 92121
(858) 652-5700
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)
With copies to:
Charles K. Ruck
R. Scott Shean
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 3 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of
Receptos, Inc. (the Company) filed with the Securities and Exchange Commission (the SEC) on July 28, 2015 (as amended or supplemented from time to time, the Schedule 14D-9). The Schedule 14D-9 relates to the
tender offer by Strix Corporation, a Delaware corporation (Purchaser) and a wholly owned subsidiary of Celgene Corporation, a Delaware corporation (Parent), to purchase any and all of the issued and outstanding shares of the
Companys common stock, par value $0.001 per share (the Company Shares), other than any Company Shares that are owned immediately prior to the commencement of the Offer (as defined below) by Parent, Purchaser, the Company or any of
their wholly owned subsidiaries, at a purchase price of $232.00 per Company Share (the Offer Price), net to the seller thereof in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated July 28, 2015 (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 July 28, 2015.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by
reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected
below.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The Offer and withdrawal rights expired at the end of the day, 12:00 midnight, New York City time, on August 24, 2015. American
Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised Parent and Purchaser that, as of the expiration of the Offer, a total of approximately 24,266,185 Company Shares were validly tendered into and not properly
withdrawn pursuant to the Offer, representing approximately 77% of the Company Shares outstanding as of such time. In addition, Notices of Guaranteed Delivery have been delivered with respect to approximately 1,911,670 Company Shares that have
not yet been tendered, representing approximately 6% of the Company Shares outstanding at such time. The number of Company Shares validly tendered and not properly withdrawn pursuant to the Offer constitutes a majority of all outstanding Shares and
therefore satisfies the Minimum Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied, Purchaser will accept for payment in accordance with the terms of the Offer all Company Shares that were validly
tendered and not withdrawn prior to the expiration of the Offer (including all Company Shares delivered through Notices of Guaranteed Delivery), and payment for such Company Shares will be made promptly in accordance with the terms of the Offer.
As a result of its acceptance of the Company Shares tendered in the Offer, Purchaser acquired sufficient Company Shares to complete the
Merger without the affirmative vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to
the Offer (other than any Cancelled Company Shares, any Dissenting Shares and the Accepted Shares) will be automatically converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and less any applicable
withholding taxes.
Promptly following consummation of the Merger, Parent has indicated that it intends to cause all Company Shares to be
delisted from the NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended.
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.
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Receptos, Inc. |
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By: |
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/s/ Faheem Hasnain |
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Name: |
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Faheem Hasnain |
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Title: |
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President and Chief Executive Officer |
Dated: August 25, 2015
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