This Amendment No. 6 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, this
Schedule
14D-9
) filed by Array BioPharma
Inc. (
Array
) with the Securities and Exchange Commission (the
SEC
) on June 28, 2019, relating to the tender offer by Arlington Acquisition Sub Inc., a Delaware corporation (
Purchaser
) and
wholly owned subsidiary of Pfizer Inc., a Delaware corporation (
Pfizer
), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the
Shares
), other than Excluded Shares
and Converted Shares (each as defined in the Merger Agreement, dated as of June 14, 2019, among Array, Pfizer and Purchaser) of Array for a purchase price of $48.00 per Share in cash, net to the seller without interest thereon and subject to
any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed by Pfizer and Purchaser with the SEC on June 28, 2019, as amended or supplemented from time to time, and in the related Letter of
Transmittal, filed by Pfizer and Purchaser with the SEC on June 28, 2019, as amended or supplemented from time to time.
Except to the extent
specifically provided in this Amendment, the information set forth in this
Schedule 14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings
ascribed to them in this
Schedule 14D-9.
This Amendment is being filed to reflect certain updates as reflected below.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
Item 2 of this Schedule
14D-9
is hereby amended and supplemented by adding the following paragraph at the end of the
subsection entitled
Tender Offer
on page 2 of this Schedule
14D-9:
The Offer, which was
previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on July 26, 2019, is being extended in accordance with the Merger Agreement to 6:01 p.m., Eastern Time, on July 29, 2019, unless further extended in accordance
with the Merger Agreement.
The extension allows for the expiration of the waiting period applicable to the proposed transaction under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is scheduled to expire at 11:59 p.m., Eastern Time, on July 26, 2019, unless earlier terminated or becomes subject to a Second Request by the FTC. The extension also allows for
the expiration of the four (4) week review period contemplated by the Austrian Cartel Act, which is scheduled to expire at 11:59 p.m., Central European Time, on July 29, 2019, unless earlier terminated or extended by the FCA.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Schedule
14D-9
is hereby amended and supplemented as follows:
The following sentences replace the second, third and fourth sentences of the first paragraph in
Item 8. Additional
Information
Regulatory Approvals
Foreign Regulatory Filings in Germany and Austria
:
On July 23, 2019, the FCO
determined that it does not have jurisdiction over the Offer and the Merger. Following that determination, Pfizer withdrew its filing with the FCO.