SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
(RULE14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
Ablynx NV
(Name of Subject Company)
Ablynx NV
(Name of Person(s) Filing Statement)
Ordinary Shares, no nominal value
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
ISIN BE0003877942 (Ordinary Shares)
CUSIP 00372Y105 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Edwin Moses
Chief Executive Officer
Technologiepark 21
9052 Ghent/Zwijnaarde, Belgium
+32 9 262 00 00
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
Mitchell S. Bloom James A. Matarese Blake Liggio Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617)570-1000 | Lars Van Bever Matthias Wauters Eubelius CVBA Louizalaan 99 Avenue Louise B-1050 Brussels +32 2 543 31 00 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule14D-9 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2018 (together with the exhibits thereto and as amended or supplemented from time to time, the “Schedule14D-9”) by Ablynx NV, a public limited liability company incorporated in the form of a naamloze vennootschap under the laws of Belgium (the “Company”). The Schedule14D-9 relates to a tender offer (the “U.S. Offer”) by Sanofi, asociété anonyme, organized under the laws of France (the “Offeror”) to purchase: (i) up to 100% of the issued and outstanding ordinary shares, no nominal value (the “Shares”) of the Company from “U.S. holders” (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule14d-1 under the U.S. Securities Exchange Act of 1934, as amended) at a price of €45.00 per Share, and (ii) up to 100% of the outstanding Shares of the Company represented by American Depositary Shares of the Company (each, an “ADS” and collectively, “ADSs”) issued by JPMorgan Chase Bank, N.A., acting as depositary (the “Depositary”), pursuant to that certain Deposit Agreement, dated as of September 5, 2014, among the Company, the Depositary and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder (as amended, the “Deposit Agreement”), from all holders, wherever located, at a price of €45.00 per ADS (each such amount described in (i) and (ii), the “Offer Price”), in each case, rounded to the nearest whole cent and payable net to the seller thereof in cash, without interest, and less the amount of any fees, expenses and withholding taxes that may be applicable (and, with respect to the ADSs, including a fee related to the foreign exchange conversion and a fee of $0.05 per ADS for the cancellation of the ADR evidencing such tendered ADS in each case, as contemplated by the Deposit Agreement). The Offer Price paid to holders of ADSs will be paid in U.S. dollars converted in the manner described in Section 2 – “Acceptance for Payment and Payment for Shares and/or ADSs” of the U.S. Offer to Purchase (defined below).
The U.S. Offer is being made upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated April 4, 2018, and filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, dated April 4, 2018, filed by the Offeror with the SEC on April 4, 2018 (together with the exhibits thereto and as amended or supplemented from time to time, the “U.S. Offer to Purchase”), the related Share Acceptance Form, the related ADS Letter of Transmittal, and the related Share Withdrawal Form, as each may be amended or supplemented from time to time.
Except as set forth below, the information in the Schedule14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule14D-9.
| ITEM 8. | ADDITIONAL INFORMATION. |
Item 8 of the Solicitation/Recommendation Statement on Schedule14D-9 is hereby amended and supplemented by inserting the following new subsection (f) entitled ‘Expiration of the U.S. Offer’ immediately before the subsection entitled ‘Cautionary Statement Concerning Forward-Looking Statements’:
(f). Expiration of the U.S. Offer.
“The initial acceptance period of the Offers expired on the Initial Expiration Date. As of the Initial Expiration Date, a total of 71,972,994 Shares (including 7,446,312 Shares represented by ADSs), 2,594,841 Warrants and 975 Bonds have been validly tendered into the Offers and not withdrawn. The Shares (including Shares represented by ADSs and underlying Warrants), validly tendered into the Offers and not withdrawn represent approximately 95.60% of the outstanding Shares on the settlement date of the Offers. The Minimum Tender Condition has been satisfied. All conditions to the Offers having been satisfied, the Offeror has accepted for payment all Securities validly tendered pursuant to the Offers and not validly withdrawn. The Securities accepted for payment are expected to be settled on or about May 18, 2018.
In accordance with applicable Belgian law, the Offeror has determined to commence aSqueeze-Out period on May 22, 2018. U.S. holders of Shares and holders of ADSs who did not previously tender their Shares and/or ADSs into the U.S. Offer may tender their Shares and/or ADSs into the U.S. Offer during theSqueeze-Out period, on the terms and conditions as set forth in the Offer to Purchase, the related Share Acceptance Form, the related ADS Letter of Transmittal and the related Share Withdrawal Form.
TheSqueeze-Out period and related withdrawal rights will expire at 5:00 p.m., New York City time, on June 12, 2018.
Any Shares (including Shares represented by ADSs) not tendered during theSqueeze-Out period (including Shares and/or ADSs withdrawn and not properlyre-tendered) will be transferred to the Offeror by operation of Belgian law for the Offer Price at the end of theSqueeze-Out period. The funds necessary to pay for the Offer Price of such untendered Shares will be deposited with the Bank for Official Deposits (Deposito – en Consignatiekas / Caisse des dépôts et consignations) in favor of the holders of Shares who did not previously tender into the U.S. Offer. Holders of ADSs who did not previously tender into the U.S. Offer prior to the end of theSqueeze-Out period will have the right to receive the Offer Price.
Upon, or as soon as possible after, completion of theSqueeze-Out period, the Shares will be delisted from the regulated market of Euronext Brussels by operation of Belgian law, and the Company shall cause the delisting of the ADSs from the NASDAQ Global Select Market and the delisting of the Bonds from the open market Frankfurt MTF (Freiverkehr).
Notice of the results of theSqueeze-Out period will be published in the U.S. via press release and an amendment to the Tender Offer Statement on Schedule TO.”
| ITEM 12. | EXHIBITS |
Item 12 of the Solicitation/Recommendation Statement on Schedule14D-9 is hereby amended and supplemented by inserting the following new exhibits:
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.
| ABLYNX NV | ||
| By: | /s/ Edwin Moses | |
| Name: | Edwin Moses | |
| Title: | Chief Executive Officer | |
Dated: May 14, 2018
