EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 18, 2022 (together with the exhibits thereto, the “Schedule
14D-9”) by LogicBio Therapeutics, Inc., a Delaware corporation (the “Company”). The Schedule 14D-9 relates to the tender offer by Camelot
Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Alexion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), to purchase, subject to the prior satisfaction or waiver of
the Minimum Tender Condition, the Injunction Condition and the Key Employee Conditions (each as discussed in the Schedule 14D-9) and the satisfaction or waiver of certain other conditions, any and all of the
issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of the Company pursuant to the Agreement and Plan of Merger, dated as of October 3, 2022 (the “Merger Agreement”), by
and among the Company, Parent and Purchaser at a price of $2.07 per Share, to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
October 18, 2022 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and other related materials, each as amended, supplemented or otherwise modified from prior to the
date hereof, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC on October 18, 2022.
Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Schedule
14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule
14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 8. Additional Information
Item 8 of the
Schedule 14D-9 is hereby amended and supplemented by adding a new subsection immediately prior to the subsection entitled “–Cautionary Statement Regarding Forward-Looking Statements” as
follows:
“Final Results of the Offer and Completion of the Merger
The Offer and withdrawal rights expired as scheduled at one minute following 11:59 p.m., New York City time, on Tuesday,
November 15, 2022, and the Offer was not extended. The depositary and paying agent for the Offer has advised Purchaser that, as of the Offer Expiration Time, a total of 26,951,294 Shares (excluding the Shares tendered pursuant to guaranteed
delivery procedures that had not yet been “received,” as defined by Section 251(h)(6) of the DGCL) were validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 81.76% of the issued and
outstanding Shares as of Offer Expiration Time.
As of the Offer Expiration Time, the number of Shares validly tendered
(and not validly withdrawn) pursuant to the Offer satisfied the Minimum Tender Condition, and all other Offer Conditions, including the Injunction Condition and the Key Employee Conditions, were satisfied or waived. Accordingly, Purchaser has
irrevocably accepted for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as of the Offer Expiration Time and will as promptly as practicable (and in any event within two business days) after the Offer Acceptance
Time pay for all such Shares in accordance with the terms of the Offer.
As a result of its acceptance for payment of the
Shares validly tendered (and not validly withdrawn) pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns at least the percentage of Shares that would be required to adopt the Merger Agreement without a vote of
the stockholders of the Company. Accordingly, Parent and Purchaser expect to complete the acquisition of the Company on Wednesday, November 16, 2022 by consummating the Merger, with the Company surviving the Merger as a wholly-owned subsidiary
of Parent, pursuant to the Merger Agreement without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other
than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) owned by the Company (including as treasury stock) or owned by any direct or indirect wholly-owned subsidiary of the Company, in each case
