UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
Portola Pharmaceuticals, Inc.
(Name of Subject Company)
Portola Pharmaceuticals, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
737010108
(CUSIP Number of Class of Securities)
John B. Moriarty, Jr.
Executive Vice President, General Counsel
and Secretary
Portola Pharmaceuticals, Inc.
270 E. Grand Avenue
South San Francisco, California 94080
(650) 246-7000
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications on Behalf of
the Person(s) Filing Statement)
With a copy to:
Jamie Leigh, Esq.
Kenneth Guernsey, Esq.
Ian Nussbaum, Esq.
Cooley LLP
101 California Street, 5th
Floor
San Francisco, CA 94111
(415) 693-2000
x
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
On
May 5, 2020, Portola Pharmaceuticals, Inc., a Delaware corporation (“Portola”)
and Alexion Pharmaceuticals, Inc., a Delaware corporation (“Alexion”) issued a joint press release announcing
the entry into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Alexion
and Odyssey Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Alexion (“Purchaser”).
This
Schedule 14D-9 filing consists of the following documents related to the tender offer and merger contemplated by the Merger Agreement:
The
information set forth under Items 1.01, 5.03 and 9.01 of the Current Report on Form 8-K filed by Portola on May 7, 2020 (including
all exhibits attached thereto and incorporated therein by reference) is incorporated herein by reference.
Additional Information about the Transaction
and Where to Find It
The tender offer for the outstanding common
stock of Portola has not been commenced. This communication does not constitute a recommendation, an offer to purchase or a solicitation
of an offer to sell Portola securities. The solicitation and offer to buy shares of Portola common stock will only be made pursuant
to an Offer to Purchase and related materials. At the time the tender offer is commenced, Alexion and Purchaser, will file a Tender
Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) and thereafter, Portola will
file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors
and security holders are urged to read these materials (including an Offer to Purchase, a related Letter of Transmittal and certain
other tender offer documents, as each may be amended or supplemented from time to time) carefully when they become available since
they will contain important information that investors and security holders should consider before making any decision regarding
tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase,
Solicitation/Recommendation Statement and related materials will be filed with the SEC, and investors and security holders may
obtain a free copy of these materials (when available) and other documents filed by Alexion and Portola with the SEC at the website
maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that Alexion and Purchaser file
with the SEC will be made available to all investors and security holders of Portola free of charge from the information agent
for the tender offer. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Portola under
the “Investors and Media” section of Portola’s website at www.portola.com.
Cautionary Notes Regarding Forward-Looking
Statements
To
the extent that statements contained in this communication are not descriptions of historical facts, they are forward-looking statements
reflecting the current beliefs, certain assumptions and current expectations of management and may be identified by words such
as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,”
“intends,” “strategy,” “future,” “opportunity,” “may,” “will,”
“should,” “could,” “potential,” or similar expressions. Such forward-looking statements are
based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements
are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict. As a result,
a number of important factors could cause actual results to differ materially from those indicated by such forward-looking statements,
including: the risk that the proposed acquisition of Portola by Alexion may not be completed; the possibility that competing offers
or acquisition proposals for Portola will be made; the delay or failure of the tender offer conditions to be satisfied (or waived),
including insufficient shares of Portola common stock being tendered in the tender offer; the failure (or delay) to receive the
required regulatory approvals of the proposed acquisition; the possibility that prior to the completion of the transactions contemplated
by the acquisition agreement, Alexion’s or Portola’s business may experience significant disruptions due to transaction-related
uncertainty; the effects of disruption from the transactions of Portola’s business and the fact that the announcement and
pendency of the transactions may make it more difficult to establish or maintain relationships with employees, manufactures, suppliers,
vendors, business partners and distribution channels to patients; the occurrence of any event, change or other circumstance that
could give rise to the termination of the acquisition agreement; the risk that stockholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification and liability; the failure of the closing conditions set
forth in the acquisition agreement to be satisfied (or waived); the anticipated benefits of Portola’s therapy (Andexxa) not
being realized (including expansion of the number of patients using the therapy); the phase 4 study regarding Andexxa does not
meet its designated endpoints and/or is not deemed safe and effective by the Food and Drug Administration (“FDA”) or
other regulatory agencies (and commercial sales are prohibited or limited); future clinical trials of Portola products not proving
that the therapies are safe and effective to the level required by regulators; anticipated Andexxa sales targets are not satisfied;
Andexxa does not gain acceptance among physicians, payers and patients; potential future competition by other Factor Xa inhibitor
reversal agents; decisions of regulatory authorities regarding the adequacy of the research and clinical tests, marketing approval
or material limitations on the marketing of Portola products; delays or failure of product candidates or label extension of existing
products to obtain regulatory approval; delays or the inability to launch product candidates (including products with label extensions)
due to regulatory restrictions; failure to satisfactorily address matters raised by the FDA and other regulatory agencies; the
possibility that results of clinical trials are not predictive of safety and efficacy results of products in broader patient populations;
the possibility that clinical trials of product candidates could be delayed or terminated prior to completion for a number of reasons;
the adequacy of pharmacovigilance and drug safety reporting processes; and a variety of other risks set forth from time to time
in Alexion's or Portola’s filings with the SEC, including but not limited to the risks discussed in Alexion's Annual Report
on Form 10-K for the year ended December 31, 2019 and in its other filings with the SEC and the risks discussed in Portola’s
Annual Report on Form 10-K for the year ended December 31, 2019 and in its other filings with the SEC. The risks and uncertainties
may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic
impacts Portola’s and Alexion’s businesses, operations, and financial results, including the duration and magnitude
of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread
of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal
economic and operating conditions can resume. Alexion and Portola disclaim any obligation to update any of these forward-looking
statements to reflect events or circumstances after the date hereof, except as required by law.
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