Kosan Biosciences Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
2008年6月20日 - 5:40AM
Edgar (US Regulatory)
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
(Amendment No. 1)
Kosan Biosciences Incorporated
(Name of Subject Company)
Kosan Biosciences Incorporated
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
50064W 10 7
(CUSIP Number of Class of Securities)
Helen S. Kim
President and Chief Executive Officer
Kosan Biosciences Incorporated
3832 Bay Center Place
Hayward, CA 94545
(510) 732-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
With a copy to:
Suzanne Sawochka Hooper
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
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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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This Amendment No. 1 to
the Solicitation/Recommendation Statement on Schedule 14D-9 amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9
initially filed with the Securities and Exchange Commission (the SEC) on May 29,
2008 (as previously filed with the SEC and as the same may be amended or
supplemented from time to time, the Schedule 14D-9) by Kosan Biosciences
Incorporated, a Delaware corporation (the Company), relating to the tender
offer made by KB Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Bristol-Myers Squibb Company, a Delaware corporation (BMS),
disclosed in a Tender Offer Statement on Schedule TO, dated May 29,
2008 (as amended or supplemented from time to time), to purchase all of the
outstanding shares of common stock, $0.001 par value per share, of the Company,
including the associated rights to purchase Series A Junior Participating
Preferred Stock, par value $0.001 per share, of the Company, issued pursuant to
the Rights Agreement, dated as of October 5, 2001, between the Company and
Mellon Investor Services LLC, as the rights agent, as amended, at a
purchase price of $5.50 per share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated May 29,
2008 (as amended or supplemented from time to time), and in the related Letter
of Transmittal (as amended or supplemented from time to time). Any capitalized
terms used and not otherwise defined herein shall have the meaning ascribed to
such terms in the Schedule 14D-9.
Item 8.
Additional Information.
Item 8 of the
Schedule 14D-9 is hereby amended and supplemented by adding the following
paragraph immediately following the third paragraph under the subheading Antitrust
of Item 8 of the Schedule 14D-9:
On June 18, 2008, BMS
announced in a press release that the waiting period under the HSR Act had expired.
Item 9.
Exhibits.
Exhibit No.
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Description
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(a)(1)(J)
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Press Release issued by
BMS on June 18, 2008 (incorporated by reference to
Exhibit (a)(5)(D) to Amendment No. 1 to the Schedule TO
filed by KB Acquisition Corp. and BMS on June 19, 2008)
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SIGNATURE
After due inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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KOSAN BIOSCIENCES
INCORPORATED
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By:
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/S/
Gary S. Titus
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Name:
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Gary S. Titus
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Title:
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Senior Vice President and
Chief Financial Officer
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Dated: June 19, 2008
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EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(J)
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Press Release issued by
BMS on June 18, 2008 (incorporated by reference to
Exhibit (a)(5)(D) to Amendment No. 1 to the Schedule TO
filed by KB Acquisition Corp. and BMS on June 19, 2008)
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