Amended Tender Offer Statement by Third Party (sc To-t/a)
July 29 2019 - 8:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
ARRAY
BIOPHARMA INC.
(Name of Subject Company)
ARLINGTON ACQUISITION SUB INC.
(Offeror)
PFIZER INC.
(Parent of Offeror)
(Names of Filing Persons)
Common stock, par value $0.001 per share
(Title of Class of Securities)
04269X105
(CUSIP Number
of Class of Securities)
Margaret M. Madden
Pfizer Inc.
235 East
42nd Street
New York, NY 10017
(212)
733-2323
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Edward D. Herlihy, Esq.
David K. Lam, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52
nd
Street
New York, NY 10019
(212)
403-1000
CALCULATION
OF FILING FEE
|
|
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$10,937,863,564.65
|
|
$1,325,669.06
|
|
*
|
Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is
determined by adding the sum of (i) 223,128,985 shares of common stock, par value $0.001 per share, of Array BioPharma Inc. (Array) multiplied by the offer price of $48.00 per share, (ii) the net offer price for 15,982,995 shares
issuable pursuant to outstanding stock options with an exercise price less than $48.00 per share (which is calculated by multiplying the number of shares underlying such outstanding stock options by an amount equal to $48.00 minus the weighted
average exercise price per share), (iii) 1,114,804 shares subject to issuance upon settlement of outstanding restricted stock units multiplied by the offer price of $48.00, and (iv) 75,482 shares estimated to be subject to issuance pursuant to
Arrays Amended and Restated Employee Stock Purchase Plan multiplied by the offer price of $48.00. The calculation of the filing fee is based on information provided by Array as of June 24, 2019.
|
**
|
The amount of the filing fee is calculated in accordance with Rule
0-11
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2019, issued August 24, 2018, by multiplying the transaction value by 0.0001212.
|
☒
|
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
Amount Previously Paid: $1,325,669.06
|
|
Filing Party: Arlington Acquisition Sub Inc. and Pfizer Inc.
|
Form or Registration No.: Schedule TO
|
|
Date Filed: June 28, 2019
|
☐
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
☒
|
third-party tender offer subject to Rule
14d-1.
|
|
☐
|
issuer tender offer subject to Rule
13e-4.
|
|
☐
|
going-private transaction subject to Rule
13e-3.
|
|
☐
|
amendment to Schedule 13D under Rule
13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
☐
|
Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
|
|
☐
|
Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
|
This Amendment No. 7 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO filed by Arlington Acquisition Sub Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of Pfizer Inc., a Delaware corporation (Pfizer), with the U.S. Securities and Exchange
Commission on June 28, 2019 (together with any subsequent amendments and supplements thereto, the Schedule TO). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001
per share (Shares), Array BioPharma Inc., a Delaware corporation (Array), at a price of $48.00 per share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and
conditions set forth in the offer to purchase, dated June 28, 2019 (the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the Letter of Transmittal), a copy of
which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the Offer.
Amendments to the Offer to Purchase
Items 1 through
11.
The information set forth in the Offer to Purchase under The Tender OfferSection 16Certain Legal Matters;
Regulatory Approvals and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented as follows:
The following paragraph is added as a new paragraph to the end of the subsection titled
Compliance with the HSR
Act
on page 46 of the Offer to Purchase:
At 11:59 p.m., Eastern Time, on July 26, 2019 the waiting period
applicable to the Offer under the HSR Act expired. Accordingly, the portion of the conditions to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.
-2-
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 29, 2019
|
|
|
ARLINGTON ACQUISITION SUB INC.
|
|
|
By:
|
|
/s/ Margaret M. Madden
|
Name:
|
|
Margaret M. Madden
|
Title:
|
|
Vice President and Secretary
|
|
PFIZER INC.
|
|
|
By:
|
|
/s/ Margaret M. Madden
|
Name:
|
|
Margaret M. Madden
|
Title:
|
|
Senior Vice President, Chief Governance Counsel and Corporate Secretary
|
-3-
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
(a)(1)(A)
|
|
Offer to Purchase, dated June 28, 2019.*
|
|
|
(a)(1)(B)
|
|
Letter of Transmittal.*
|
|
|
(a)(1)(C)
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
|
|
(a)(1)(D)
|
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
|
|
(a)(1)(E)
|
|
Summary Advertisement as published in
The Wall Street Journal
on June 28, 2019.*
|
|
|
(a)(1)(F)
|
|
Press Release dated June 17, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C
filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on June 17,
2019).
|
|
|
(a)(1)(G)
|
|
Copy of Pfizer Presentation for Investor/Analyst Conference Call, dated June 17, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C
filed by Pfizer Inc. with the U.S.
Securities and Exchange Commission on June 17, 2019).
|
|
|
(a)(1)(H)
|
|
Social Media Posts from June 17, 2019 (incorporated by reference to Exhibit 99.2 to the
Schedule TO-C
filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on
June 17, 2019).
|
|
|
(a)(1)(I)
|
|
Transcript of Pfizer Investor/Analyst Conference Call, dated June 17, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C
filed by Pfizer Inc. with the U.S. Securities
and Exchange Commission on June 18, 2019).
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger among Array Biopharma Inc., Pfizer Inc., and Arlington Acquisition Sub Inc., dated June 14, 2019 (incorporated by reference to Exhibit 2.1 to the Form
8-K
filed by Array BioPharma Inc. with the U.S. Securities and Exchange Commission on June 17, 2019).
|
|
|
(d)(2)
|
|
Confidential Disclosure Agreement dated March 21, 2019, as amended April 22, 2019, between Array BioPharma Inc. and Pfizer Inc.*
|
|
|
(g)
|
|
None.
|
|
|
(h)
|
|
None.
|
-4-
Array Technologies (NASDAQ:ARRY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Array Technologies (NASDAQ:ARRY)
Historical Stock Chart
From Apr 2023 to Apr 2024