Amended Statement of Ownership: Solicitation (sc 14d9/a)
08 Février 2013 - 9:52PM
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
MAP
PHARMACEUTICALS, INC.
(Name of Subject Company)
MAP PHARMACEUTICALS, INC.
(Names of Person(s) Filing Statement)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
56509R108
(CUSIP Number of Class of Securities)
Timothy S. Nelson
President and Chief Executive Officer
2400 Bayshore Parkway, Suite 200
Mountain View, California 94043
(650) 386-3100
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing
statement)
with copies to:
Patrick A. Pohlen
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-3656
(650) 328-4600
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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. 2 (the Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of MAP Pharmaceuticals, Inc. (the Company) filed with the Securities and Exchange Commission (the SEC) on January 31, 2013 and amended on February 7, 2013 (as
amended, the Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Groundhog Acquisition, Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Allergan, Inc., a Delaware corporation
(Parent), to purchase all of the outstanding shares of Common Stock (Shares), at a purchase price of $25.00 per Share, net to the sellers thereof in cash, without interest thereon and less any required withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated January 31, 2013 (together with any amendments or supplements thereto, the Offer to Purchase), and in the related Letter of Transmittal (together with
any amendments or supplements thereto, the Letter of Transmittal and, together with the Offer to Purchase, the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (together with any amendments or
supplements thereto, the Schedule TO), filed by Parent and Purchaser with the SEC on January 31, 2013. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.
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.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented to add to the end of the section entitled Litigation the following:
On February 7, 2013, a putative class action lawsuit captioned Marrell v. Nelson was filed in the California Superior Court for
Santa Clara County. The case names as defendants the Company, the Companys directors, Parent and Purchaser. The case alleges that the Companys directors breached their fiduciary duty in connection with the Offer and the Merger by
agreeing to a transaction at an unfair price with unreasonable deal protections, in order to financially benefit the Companys directors and officers, and that this Schedule 14D-9 contains material misstatements or omissions. Parent and
Purchaser are alleged to have aided and abetted these breaches of fiduciary duty. The case seeks an injunction against the Offer and the Merger, rescission or rescissory damages in the event the Offer and Merger are consummated, damages, an award of
fees and costs, including attorneys and experts fees, and other relief.
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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 Statement is true, complete and correct.
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MAP PHARMACEUTICALS, INC.
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By:
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/s/ Timothy S. Nelson
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Name:
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Timothy S. Nelson
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Title:
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President and Chief Executive Officer
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Dated: February 8, 2013
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