SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 5)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
PROSENSA HOLDING N.V.
(Name of Subject Company)
PROSENSA HOLDING N.V.
(Name of Person(s) Filing Statement)
Ordinary Shares, Nominal Value €0.01 Per Share
(Title of Class of Securities)
N71546100
(CUSIP Number of Class of Securities)
Scott Clarke
Managing Director
Prosensa Holding N.V.
J.H. Oortweg 21
2333 CH Leiden, The Netherlands
+31 (0)71 33 22 100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Michael Davis
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 5 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the United States Securities and Exchange Commission (the “SEC”) on December 12, 2014 (together with the Exhibits and Annexes thereto and as amended or supplemented hereby and from time to time, the “Schedule 14D-9”) by Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company” or “Prosensa”). The Schedule 14D-9 relates to the tender offer by BioMarin Falcons B.V. and BioMarin Giants B.V., each a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and a wholly owned direct or indirect subsidiary of BioMarin Pharmaceutical Inc., a Delaware corporation, for all of the outstanding ordinary shares, nominal value €0.01 per share, of Prosensa at a purchase price of $17.75 per Share, net to the seller in cash, and a contingent value right, payable in up to $4.14 per Share, in cash, based on regulatory approval of drisapersen, the Company’s lead product candidate, in the United States and the European Union, each without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 12, 2014 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”, which, together with the Offer to Purchase, constitutes the “Offer”). The initial expiration time of the Offer was at 6:00 p.m., New York City time, on January 14, 2015 (the “Expiration Time”). The Subsequent Offering Period for the Offer expired at 6:00 p.m., New York City time, on January 29, 2015.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as 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.
| Item 8. | Additional Information |
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following section after the last paragraph of the section under the heading “(f) Expiration of the Offer; Subsequent Offering Period”:
“(g) Expiration of the Subsequent Offering Period
At 6:00 p.m., New York City time, on January 29, 2015, the Subsequent Offering Period for the Offer expired as scheduled. American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised that, as of the expiration of the Subsequent Offering Period, a total of 34,970,514 Shares were accepted for payment and paid for in the Offer (including Shares accepted for payment and paid for in the initial offering period for the Offer), which represents approximately 96.76% of all outstanding Shares. Purchaser immediately accepted for payment and has promptly paid for or will promptly pay for any Shares that were tendered during the Subsequent Offering Period at the same Offer Consideration of $17.75 per Share, net to the seller in cash, and one CVR, each without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and subject to and in compliance with the requirements of Rule 14d-11(e) under the 1934 Act.”
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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.
| PROSENSA HOLDING N.V. | ||
| By: | /s/ Giles Campion | |
| Name: | Giles Campion | |
| Title: | Managing Director | |
| By: | /s/ Scott Clarke | |
| Name: | Scott Clarke | |
| Title: | Managing Director | |
Dated: January 30, 2015
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