- Amended Statement of Ownership: Solicitation (SC 14D9/A)
2011年2月12日 - 2:13AM
Edgar (US Regulatory)
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)
Eurand N.V.
(Name of Subject Company)
Eurand N.V.
(Name of Persons Filing Statement)
Ordinary Shares, par value 0.01 per share
(Title of Class of Securities)
N31010106
(CUSIP Number of Class of Securities)
Manya S. Deehr
Chief Legal Officer and Corporate Secretary
Eurand N.V.
Olympic Plaza
Fred. Roeskestraat 123
1076 EE Amsterdam, The Netherlands
+31 20-673 2744
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
With a Copy to:
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Company Counsel:
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Special Committee Counsel:
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Timothy Maxwell
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George J. Sampas
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Richard B. Aldridge
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Sullivan & Cromwell LLP
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Morgan, Lewis & Bockius LLP
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125 Broad Street
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1701 Market Street
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New York, New York 10004-2498
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Philadelphia, Pennsylvania 19103-2921
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(212) 558-4000
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(215) 963-5000
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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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Introduction
This Amendment No. 5 (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
) originally filed with the U.S. Securities and Exchange
Commission (the
SEC
) by Eurand N.V., a Netherlands company (
Eurand
or the
Company
) on December 22, 2010. The Schedule 14D-9 relates to the offer by Axcan Pharma
Holding B.V., a private limited liability company organized under the laws of the Netherlands
(
Buyer
) and a wholly owned subsidiary of Axcan Holdings Inc., a Delaware corporation
(
Parent
), to acquire all outstanding ordinary shares, par value 0.01 per share, of
Eurand (the
Shares
) at a purchase price of $12.00 per Share (such amount, the
Offer
Price
), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
December 21, 2010, and in the related Letter of Transmittal (as each may be amended or supplemented
from time to time), copies of which are attached to the Tender Offer Statement on Schedule TO,
originally filed by Buyer with the SEC on December 21, 2010.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to them
in the Schedule 14D-9. All page references contained in this Amendment are to the pages of the
original Schedule 14D-9, as filed with the SEC on December 22, 2010, unless otherwise specified.
Item 8. Additional Information
Item 8,
Additional Information
is
hereby amended and supplemented by adding the following section after the section titled Projected Financial Information:
Expiration of Offer; Subsequent Offering Period
On February 11, 2011, Axcan Intermediate Holdings Inc. issued a press
release announcing, among other things, the completion of the Offer and that Buyer has commenced the Subsequent Offering Period.
Parent and Buyer have advised the Company that, based on information provided by the depositary of the Offer, as of the
expiration of the Offer at 12:01 a.m., New York City time, on
February 11, 2011, 45,942,742 Shares, or approximately 95.630% of the
Shares outstanding, had been validly tendered and had not been
withdrawn. 1,671,670 additional Shares are guaranteed to be delivered
within two NASDAQ Global Market trading days, which, if added to the
tendered Shares, would represent approximately 99.110% of the
Shares outstanding. Buyer has accepted for payment all Shares that were validly tendered and were not withdrawn from the Offer.
Payment for such Shares will be made promptly in accordance with the terms of the Offer, and payment will also be made promptly for
Shares validly tendered in satisfaction of guaranteed delivery procedures.
The Subsequent Offering Period is scheduled to expire on
February 28, 2011 at 12:01 a.m., New York City time. Buyer will immediately accept for payment and promptly pay for
any Shares tendered during the Subsequent Offering Period at a price of $12.00 per share, net to the seller in cash,
without interest thereon and less any applicable withholding taxes, subject to and in compliance with the requirements
of Rule 14d-11(e) under the Exchange Act. The procedures for tendering Shares during the Subsequent Offering Period are
the same as those in the Offer, except that (i) the guaranteed delivery procedures may not be used during the Subsequent
Offering Period and (ii) no withdrawal rights will apply to Shares tendered during the Subsequent Offering Period and no
withdrawal rights apply during the Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 5 to Schedule 14D-9 is true, complete and correct.
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EURAND N.V.
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/s/ Manya Deehr
Name: Manya Deehr
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Title: Chief Legal Officer
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Eurand N.V. (MM) (NASDAQ:EURX)
過去 株価チャート
から 8 2024 まで 9 2024
Eurand N.V. (MM) (NASDAQ:EURX)
過去 株価チャート
から 9 2023 まで 9 2024