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. 2)
Vitae Pharmaceuticals, Inc.
(Name of Subject Company)
Vitae Pharmaceuticals, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92847N103
(CUSIP Number of Class of Securities)
Jeffrey S. Hatfield
President and Chief Executive Officer
502 West Office Center Drive
Fort Washington, PA 19034
(215) 461-2000
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Copies to:
Jay K. Hachigian |
| Scott Applebaum |
Gregg A. Griner |
| General Counsel and Corporate Secretary |
Andrew Y. Luh |
| Vitae Pharmaceuticals, Inc. |
Keith J. Scherer |
| 502 West Office Center Drive |
Albert W. Vanderlaan |
| Fort Washington, PA 19034 |
Gunderson Dettmer Stough |
| (215) 461-2000 |
Villeneuve Franklin & Hachigian, LLP |
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One Marina Park Drive, Suite 900 |
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Boston, MA 02210 |
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(617) 648-9100 |
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o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Vitae Pharmaceuticals, Inc., a Delaware corporation (“Vitae”), with the Securities and Exchange Commission on September 26, 2016 (the “Schedule 14D-9”), relating to the offer by Augusta Merger Sub, Inc., a Delaware corporation (“Purchaser”), and Allergan Holdco US, Inc., a Delaware corporation (“Parent”), both of which are wholly owned subsidiaries of Allergan plc, an Irish public limited company (“Allergan”), to purchase all of the outstanding shares of Vitae’s common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $21.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 26, 2016, and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 is hereby amended by deleting the fifth sentence of the first paragraph under the heading “Regulatory Approvals” on page 43 of the Schedule 14D-9 and replacing it with the following sentences:
“On October 14, 2016, at 11:59 p.m., New York City time, the required waiting period under the HSR Act with respect to the Offer expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.”
ITEM 9. EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:
Exhibit |
| Description |
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(a)(1)(L) |
| Joint Press Release issued by Allergan plc and Vitae Pharmaceuticals, Inc. on October 17, 2016 (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO-T/A filed with the SEC by Allergan Inc., Allergan Holdco US, Inc. and Augusta Merger Sub, Inc. on October 17, 2016). |
