UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
TARGANTA THERAPEUTICS CORPORATION
(Name of Subject Company)
TARGANTA THERAPEUTICS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87612C100
(CUSIP Number of Class of Securities)
Daniel S. Char
Vice President, General Counsel and Secretary
222 Third St., Suite 2300
Cambridge, MA 02142
(617) 577-9020
(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:
Marc A. Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
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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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Purpose of the Amendment
This Amendment No. 5 (“Amendment No. 5”) amends the Solicitation/Recommendation Statement on
Schedule 14D-9, as originally filed with the Securities and Exchange Commission (“SEC”) on
January 27, 2009 and as amended by Amendment No. 1 filed with the SEC on February 4, 2009, Amendment No. 2
filed with the SEC on February 11, 2009, Amendment No. 3 filed with the SEC on February 20, 2009
and Amendment No. 4 filed with the SEC on February 20, 2009 (the “Schedule 14D-9”) by Targanta
Therapeutics Corporation, a Delaware corporation (the “Company”). The Schedule 14D-9 and this
Amendment No. 5 relate to the tender offer by Boxford Subsidiary Corporation, a Delaware
corporation (the “Purchaser”) and a wholly-owned subsidiary of The Medicines Company, a Delaware
corporation (the “Parent”), as disclosed in a Tender Offer Statement on Schedule TO, dated
January 27, 2009 (as amended and supplemented from time to time, the “Schedule TO”), filed by the Purchaser
and the Parent, to purchase all the outstanding shares of common stock, par value $0.0001 per
share, of the Company for consideration of (1) $2.00 per common share, net to the seller in cash,
plus (2) the contractual right to receive up to an additional $4.55 per common share in contingent
cash payments if specified regulatory and commercial milestones are achieved within agreed upon
time periods, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated January 27, 2009 (the “Offer to Purchase”) and as supplemented on February 13, 2009 (the
“Supplement”), and in the related Letter of Transmittal, which together with the Offer to Purchase
constitutes the “Offer.” The Offer to Purchase, the related Letter of Transmittal and the
Supplement were filed as Exhibits (a)(2), (a)(3) and (a)(14), respectively, to the Schedule 14D-9.
The Offer is being made pursuant to the Agreement and Plan of Merger dated as of January 12, 2009,
among the Company, the Purchaser and the Parent, pursuant to which, following the consummation of
the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with
and into the Company, with the surviving entity, the Company, becoming a direct wholly-owned
subsidiary of the Parent.
Capitalized terms used, but not otherwise defined, in this Amendment No. 5 shall have the meanings
given in the Schedule 14D-9. All information in the Schedule 14D-9 is incorporated by reference in
this Amendment No. 5, except that such information is hereby amended and supplemented to the extent
specifically provided herein.
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Item 8.
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Additional Information.
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Item 8 is hereby amended and supplemented by adding the following text to the end of Item 8:
“
(h) Expiration of Offering Period; Completion of Offer.
On February 25, 2009, the Parent issued a press release announcing the expiration of the
initial offering period and the successful completion of the Offer, which is filed as Exhibit
(a)(16) hereto and is incorporated herein by reference. According to American Stock Transfer &
Trust Company, the depositary for the Offer, as of the expiration of the initial offering period at
12:00 Midnight, New York City time, at the end of Tuesday, February 24, 2009, a total of
approximately 20,577,989 Shares (excluding Shares tendered under guaranteed delivery procedures)
were validly tendered to the Purchaser and not withdrawn, representing approximately 98% of the
Shares outstanding. The Purchaser has accepted for payment all Shares that were validly tendered
during the initial offering period, and payment for such Shares will be made promptly, in
accordance with the terms of the Offer.
The Parent expects to complete its acquisition of the Company by means of a Merger of the
Purchaser with and into the Company, as a result of which the Company will become a wholly owned
subsidiary of the Parent. Pursuant to the Merger, each remaining outstanding Share (other than (1)
any Shares held by the Company as treasury stock or owned by the Parent, the Purchaser or any
subsidiary of the Company, the Parent or the Purchaser and (2) any Shares held by a holder who has
not voted in favor of or consented to the Merger and who has properly demanded and perfected his,
her or its right to be paid the fair value of such Shares in accordance with the provisions of
Section 262 of the General Corporation Law of the State of Delaware) will be automatically
cancelled and converted into the right to receive the Offer Price. The Parent expects to complete
the Merger as soon as practicable pursuant to the short-form merger procedure available under
Section 253 of the General Corporation Law of the State of Delaware.
The full text of the press release issued by the Parent is attached hereto as Exhibit (a)(16)
and is incorporated herein by reference.”