Encysive Pharmaceuticals Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 15 2008 - 4:30PM
Edgar (US Regulatory)
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. 5)
Encysive Pharmaceuticals Inc.
(Name of Subject Company)
Encysive Pharmaceuticals Inc.
(Name of Person Filing Statement)
Common Stock, $0.005 par value per share
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
29256X107
(CUSIP Number of Class of Securities)
Paul S. Manierre
Vice President, General Counsel and Secretary
4848 Loop Central Drive, Suite 700
Houston, TX 77081
(713) 796-8822
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
Copies to:
|
|
|
John A. Hurvitz, Esq.
Covington & Burling LLP
1201 Pennsylvania Avenue NW
Washington, D.C. 20004
(202) 662-6000
|
|
Stephen A. Infante, Esq.
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
(212) 841-1000
|
|
|
|
o
|
|
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
|
This Amendment No. 5 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed on
March 4, 2008, by Encysive Pharmaceuticals Inc., a Delaware corporation
(
Encysive"
), as amended and supplemented by Amendment No. 1 filed on March 21,
2008, Amendment No. 2 filed on April 1, 2008, Amendment No. 3 filed on April 7,
2008 and Amendment No. 4 filed on April 8, 2008 (as amended, the
Schedule
14D-9"
). The Schedule 14D-9 relates to the offer by Explorer Acquisition Corp.,
a Delaware corporation and a direct wholly owned subsidiary of Pfizer Inc., a
Delaware corporation (
Pfizer"
), to purchase, at a price of $2.35 per share in
cash, net to the seller in cash, without interest and less any required
withholding taxes, all of the issued and outstanding shares of common stock of
Encysive, on the terms and subject to the conditions specified in the offer to
purchase dated March 4, 2008, and related letter of transmittal, each filed as
an exhibit to the Schedule TO filed by Pfizer with the Securities and Exchange
Commission on March 4, 2008.
Except as otherwise set forth below, the information set forth in the
Schedule 14D-9 remains unchanged and is incorporated 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 Schedule 14D-9.
Item 8. Additional Information
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following after the last paragraph under
Extension of the Subsequent Offering
Period
:
Completion of Tender
Offer
Pfizer announced on April 15, 2008 that the subsequent offering period of
Purchasers Offer for all of the outstanding Shares expired at 5:00 p.m., New
York City time, on April 14, 2008. According to the depositary for the Offer,
69,076,466 Shares, representing approximately 85.33% of the outstanding Shares,
were validly tendered and purchased pursuant to the Offer.
Pfizer further announced that Purchaser will acquire all of the remaining
outstanding Shares by means of the Merger under Delaware law. The Merger will
be consummated following the mailing to stockholders of an information
statement setting forth certain information relating to the Merger and related
matters. As a result of the purchase of Shares in the Offer, Purchaser has
sufficient voting power to approve the Merger without the affirmative vote of
any other Encysive stockholder. As a result of the Merger, Encysive will become
a wholly-owned subsidiary of Pfizer, and each Share will be cancelled and
(except for Shares held by Encysive, Pfizer or by their wholly-owned
subsidiaries or by holders who properly exercise their appraisal rights under
Delaware law) converted into the right to receive $2.35 per share in cash,
without interest and less any required withholding taxes. Thereafter,
Encysives common stock will cease to be traded on the NASDAQ Global Market.
Following the consummation of the Merger, instructions will be mailed to
stockholders outlining the steps to be taken to obtain the merger
consideration.
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.
|
|
|
|
|
|
|
|
|
Encysive Pharmaceuticals Inc.
By: /s/ Paul S. Manierre
Name: Paul S. Manierre
Title: Vice President, General
Counsel and Secretary
|
Dated: April 15, 2008
Encysive Pharmaceuticals (MM) (NASDAQ:ENCY)
Historical Stock Chart
From Nov 2024 to Dec 2024
Encysive Pharmaceuticals (MM) (NASDAQ:ENCY)
Historical Stock Chart
From Dec 2023 to Dec 2024