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
Inspire Pharmaceuticals, Inc.
(Name of Subject Company)
Inspire Pharmaceuticals, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share, and the
Associated Preferred Stock Purchase Rights
(Title of Class of Securities)
457733103
(CUSIP Number of Class of Securities)
Joseph M. Spagnardi
Senior Vice President, General Counsel and Secretary
Inspire Pharmaceuticals, Inc.
8081 Arco Corporate Drive, Suite 400
Raleigh, NC 27617
(919) 941-9777
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Russell L. Leaf
Adam M. Turteltaub
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Attached hereto are the following communications:
• | Exhibit A- Joint press release of Merck & Co. Inc. (“Merck”) and Inspire Pharmaceuticals, Inc. (“Inspire”) dated April 5, 2011, announcing that Merck and Inspire have signed a definitive agreement pursuant to which Merck has agreed to acquire Inspire. |
• | Exhibit B- Internal Memorandum from Adrian Adams, President and Chief Executive Officer to all employees of Inspire on April 5, 2011. |
• | Exhibit C- Transcript of voicemail left with each home office employee of Inspire on April 5, 2011. |
• | Exhibit D- Transcript of voicemail left with each field force employee of Inspire on April, 5, 2011. |
• | Exhibit E- Form of letter sent to third party stakeholders on April 5, 2011. |
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