This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) filed by Deciphera
Pharmaceuticals, Inc., a Delaware corporation (Deciphera), with the Securities and Exchange Commission (the SEC) on May 13, 2024, relating to the tender offer by Topaz Merger Sub, Inc., a Delaware
corporation (Merger Sub) and a wholly owned subsidiary of ONO Pharmaceutical Co., Ltd., a Japanese company (kabushiki kaisha) (ONO), to acquire all of the issued and outstanding shares of common stock,
par value $0.01 per share, of Deciphera (the Shares) at a price per Share of $25.60, net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 13, 2024 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal, each as filed by ONO and Merger Sub with the
SEC on May 13, 2024 (as amended or supplemented from time to time, the Letter of Transmittal, which, together with the Offer to Purchase, constitute the Offer).
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains
unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain amendments
and updates as reflected below.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
Item 3 of the Schedule 14D-9 is hereby amended and supplemented as follows:
1. The following paragraph replaces in its entirety the second paragraph under the heading Merger Agreement on pages 3 and 4 of the
Schedule 14D-9:
The Merger Agreement governs the contractual rights among Deciphera, ONO and Merger Sub in
relation to the Offer and the Merger. The Merger Agreement has been included as an exhibit to this Schedule 14D-9 to provide Deciphera stockholders with information regarding the terms of the Merger Agreement.
The Merger Agreement contains representations and warranties made by Deciphera to ONO and Merger Sub and representations and warranties made by ONO and Merger Sub to Deciphera. Neither the inclusion of the Merger Agreement nor the summary of the
Merger Agreement is intended to modify or supplement any factual disclosures about Deciphera, ONO or Merger Sub in Decipheras public reports filed with the SEC. In particular, the assertions embodied in these representations and warranties are
qualified by information in a confidential disclosure schedule provided by Deciphera to ONO and Merger Sub in connection with the signing of the Merger Agreement. This disclosure schedule contains information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Merger Agreement. In addition, the representations and warranties in the Merger Agreement were negotiated with the principal purpose of allocating risk among Deciphera, ONO and Merger
Sub, rather than establishing matters of fact. Additionally, such representations and warranties may also be subject to a contractual standard of materiality that is different from what may be viewed as material by holders of Shares or from the
standard of materiality generally applicable to reports or documents filed with the SEC. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about Deciphera, ONO and Merger Sub.
Deciphera stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Deciphera, ONO or Merger Sub, or any of their respective
subsidiaries or affiliates, and should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about Deciphera in its public reports filed with the SEC.
2. The following paragraph is added to the end of the text under the heading Effect of the Transactions on the Company ESPP on page 6 of the
Schedule 14D-9:
The Offering under the Company ESPP which began on November 15, 2023 ended on
May 14, 2024, its regularly scheduled end date, and each Company ESPP participants accumulated contributions under the Company ESPP were used to purchase shares of Company Common Stock in accordance with the Company ESPP. Deciphera issued
a total of 81,376 Shares to Company ESPP participants in connection with such Offering, including, with respect to the executive officers of the Company, 1,394 Shares to Matthew L. Sherman, M.D. Pursuant to the Merger Agreement, no new Offering will
commence under the Company ESPP, and the Company ESPP will terminate as of the Effective Time.