UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
AMENDMENT NO. 12
SALIX PHARMACEUTICALS, LTD.
(Name of Subject Company)
SALIX PHARMACEUTICALS, LTD.
(Name of Person Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
795435106
(CUSIP Number of Common Stock)
Robert P. Ruscher
Executive Chairman
Salix Pharmaceuticals, Ltd.
8540 Colonnade Center Drive, Suite 501
Raleigh, North Carolina 27615
(919) 862-1000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person filing statement)
Copy to:
Donald R. Reynolds, Esq.
Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 12 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2003 (as subsequently amended, the “Schedule 14D-9”), by Salix Pharmaceuticals, Ltd., a Delaware corporation (“Salix”), relating to the tender offer made by Saule Holdings Inc. (“Saule Holdings”), a wholly owned subsidiary of Axcan Pharma Inc. (“Axcan”), as set forth in a Tender Offer Statement filed by Axcan on Schedule TO, dated April 10, 2003 (as subsequently amended, the “Schedule TO”), to pay $10.50 net to the seller in cash, without interest thereon, for each share of common stock, par value $0.001 per share, of Salix (the “Common Stock”), together with associated rights to purchase Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Rights”, and together with the Common Stock, the “Shares”), upon the terms and subject to the conditions set forth in the Schedule TO. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.
Item 9. Exhibits.
Item 9 is amended by adding the following exhibits:
| Exhibit No. | ||
| Exhibit 99.1 | Letter to the Company’s stockholders dated June 13, 2003. ** | |
| Exhibit 99.2 | Presentation by Salix on June 4, 2003 to Institutional Shareholder Services, including supplemental disclosures as described in Exhibit 99.1** | |
| ** | Filed herewith. |
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.
SALIX PHARMACEUTICALS, LTD. | ||
| By: | /s/ Robert P. Ruscher | |
Robert P. Ruscher Executive Chairman | ||
Dated: June 13, 2003
