This Amendment No. 4 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Five Prime
Therapeutics, Inc., a Delaware corporation (“Five Prime” or the “Company”), with the Securities and Exchange Commission on March 18, 2021, relating to the tender offer (the “Offer”) by Franklin
Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Amgen Inc., a Delaware corporation (“Amgen”), to purchase all of the issued and outstanding shares of Five Prime’s common stock, par value $0.001
per share (each such share, a “Share”), at an offer price per Share of $38.00, in cash, minus any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 18, 2021, as it may be amended or supplemented from time to time, and in the related Letter of Transmittal, as it may be amended or supplemented from time to time. Any capitalized term used and not otherwise defined herein shall
have the meaning ascribed to such term in the Schedule 14D-9.
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 No. 4. This Amendment No. 4 is being filed
to reflect certain updates as set forth below. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 “Additional Information” of the Schedule 14D-9 is hereby amended and supplemented as
follows:
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1.
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By adding under a new section entitled “Expiration of the Offering Period”
before the heading “Cautionary Statements Regarding Forward-Looking Statements” on page 41 of the Schedule 14D-9, which includes the following paragraphs:
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Expiration of the Offering Period
At 12:00 midnight, New York time, on April 16, 2021 (one minute after 11:59 p.m., New York time, on April 15, 2021), the Offer
and withdrawal rights expired, and the Offer was not extended in accordance with the terms of the Merger Agreement. American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), has advised
Purchaser that a total of 40,392,569 Shares (together with any Shares then owned by Purchaser and its “affiliates” (as such term is defined in Section 251(h)(6)(a) of the DGCL), but excluding Shares tendered pursuant to guaranteed
delivery procedures that have not yet been “received” by the “depository” (as such terms are defined in Section 251(h)(6) of the DGCL)) were validly tendered (and not properly withdrawn) pursuant to the Offer prior to the
Offer Expiration Time, representing approximately 87.8% of the outstanding Shares as of the Offer Expiration Time. In addition, the Depositary has advised Purchaser that Notices of Guaranteed Delivery have been delivered with respect to 1,039,405
additional Shares prior to the Offer Expiration Time, representing approximately 2.3% of the outstanding Shares as of the Offer Expiration Time.
As of the expiration of the Offer, the number of Shares validly tendered (and not properly withdrawn) pursuant to the Offer (together with any
Shares then owned by Purchaser and its “affiliates” (as such term is defined in Section 251(h)(6)(a) of the DGCL), but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by
the “depository” (as such terms are defined in Section 251(h)(6) of the DGCL)) satisfied the Minimum Condition and all other conditions to the Offer have been satisfied or (to the extent waivable) waived. As a result of the
satisfaction of the Minimum Condition and each of the other conditions to the Offer, on April 16, 2021, Purchaser accepted for payment all Shares that were validly tendered (and not properly withdrawn) pursuant to the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied, and on
April 16, 2021. Purchaser was merged with and into Five Prime without a vote of the stockholders of Five Prime in accordance with Section 251(h) of the DGCL, with Five Prime surviving the Merger as a wholly owned subsidiary of Amgen.
Pursuant to the Merger Agreement, at the Effective Time, each then issued and outstanding Share not previously purchased in the Offer (other than (a) Shares that at the Effective Time are held by Five Prime, Amgen, Purchaser or any other direct
or indirect wholly owned subsidiary of Amgen and (b) Shares outstanding immediately prior to the Effective Time that were held by stockholders of Five Prime who are entitled to appraisal rights under the DGCL and have properly exercised and
perfected, and not withdrawn or otherwise lost, such appraisal rights) was converted into the right to receive $38.00 in cash, minus any applicable withholding taxes and without interest.
Following consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Pursuant to the
terms of the Merger Agreement, Amgen and the Company will take steps to cause the Shares to be deregistered under the Exchange Act as promptly as practicable following the consummation of the Merger.