This Amendment No. 7 (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 8. ADDITIONAL INFORMATION
Item 8 of this
Schedule
14D-9
is hereby amended and supplemented as follows:
The following sentences are added as a new
paragraph at the end of the subsection entitled
Regulatory ApprovalsAntitrust in the United States
on page 43 of this Schedule
14D-9:
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.