- Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 13 2009 - 4:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
CV THERAPEUTICS, INC.
(Name of Subject Company)
CV THERAPEUTICS, INC.
(Name of
Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
126667104
(CUSIP Number of Class of Securities)
Tricia Borga Suvari
Senior Vice President and General Counsel
3172 Porter Drive, Palo Alto, CA 94304
(650) 348-8500
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Alan C. Mendelson
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-3656
(650) 328-4600
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Barry A. Bryer
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4834
(212) 906-1200
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 5 to the Schedule 14D-9 (this Amendment) amends and supplements the Schedule 14D-9
filed with the Securities and Exchange Commission on March 18, 2009 (as amended from time to time, the Schedule 14D-9) by CV Therapeutics, Inc., a Delaware corporation (the Company). The Schedule 14D-9 relates to the
tender offer by Gilead Sciences, Inc., a Delaware corporation (Gilead), and Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Gilead, to purchase all of the outstanding shares of common stock, par value
$0.001 per share, of the Company (collectively, the Shares) at a price of $20.00 per Share, net to the holder thereof in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated March 18, 2009 and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.
The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided
herein.
Item 6.
Interest in Securities of the Subject Company.
Item 6 (Interest in Securities of the Subject Company) of the Schedule 14D-9 is hereby amended and supplemented by inserting the following bullets on
page 33 of the Schedule 14D-9 after the last bullet under Item 6 (Interest in Securities of the Subject Company):
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On April 9, 2009, 5,950 Shares were sold in the open market at a price of $19.94 per Share to cover additional applicable tax withholdings that were required when
Mr. Spiegelman exercised stock options on April 2, 2009.
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On April 9, 2009, 20,278 Shares were sold in the open market at an approximate price of $19.94 per Share to cover additional applicable tax
withholdings that were required when Dr. Lange exercised stock options on April 2, 2009.
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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.
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CV THERAPEUTICS, INC.
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By:
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/s/ TRICIA BORGA SUVARI
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Name:
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Tricia Borga Suvari
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Title:
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Senior Vice President and General Counsel
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Dated: April 13, 2009
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