UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
RECEPTOS, INC.
(Name of Subject Company (Issuer))
STRIX CORPORATION
(Offeror)
A Wholly-Owned Subsidiary of
CELGENE CORPORATION
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
COMMON STOCK, $0.001 PAR VALUE |
|
756207106 |
(Title of Class of Securities) |
|
(CUSIP Number of Class of Securities) |
Robert J. Hugin
Chairman and Chief Executive Officer
Celgene Corporation
86 Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing
persons)
Copies to:
Robert A. Cantone, Esq.
Daniel I. Ganitsky, Esq.
Ori Solomon, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
CALCULATION OF FILING FEE |
Transaction Valuation* |
|
Amount of Filing Fee** |
|
$7,561,571,592.00 |
|
$ 878,654.62 |
|
* |
Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 32,592,981 shares of common stock, $0.001 par value per share, of Receptos, Inc. (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (representing (i) 31,606,369 Shares issued and outstanding and (ii) 986,612 Shares issuable upon the exercise of outstanding options exercisable prior to December 31, 2015), multiplied by (b) the offer price of $232.00 per Share. The foregoing share figures have been provided by the issuer to the offerors and are as of July 27, 2015, the most recent practicable date prior to commencement of the offer. |
** |
The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $116.20 per $1,000,000 of transaction value. |
x |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
|
Celgene Corporation |
Amount Previously Paid: $878,654.62 |
|
Filing Party: Strix Corporation. |
Form or Registration No.: Schedule TO |
|
Date Filed: July 28, 2015 |
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which
the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the
results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (“Amendment
No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on July 28, 2015 (together
with any amendments and supplements thereto, the “Schedule TO”), relating to the offer by Strix Corporation,
a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Celgene Corporation, a Delaware
corporation (“Celgene”), to purchase all issued and outstanding shares of common stock, par value $0.001 per
share (the “Shares”), of Receptos, Inc., a Delaware corporation (“Receptos”), other than
any Shares that are owned immediately prior to the commencement of the Offer (as defined below) by Celgene, Purchaser, Receptos
or any of their wholly-owned subsidiaries, at a price of $232.00 per Share, net to the seller in cash, without interest thereon
and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated
July 28, 2015 (the “Offer to Purchase”), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(A),
and in the related Letter of Transmittal, which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B), which, together
with any amendments or supplements thereto, collectively constitute the “Offer.”
The Schedule TO, and all the information set forth
in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule TO.
Item 11. |
Additional Information. |
Section 15—“Certain Legal Matters—Antitrust
Compliance” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph at the end thereof:
The applicable waiting
period under the HSR Act with respect to the purchase of Shares in the Offer and the Merger expired at 11:59 p.m., New York City
time, on August 10, 2015. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting
period has been satisfied. The Offer and the Merger remain subject to other closing conditions.
Section 15—“Certain Legal Matters—Litigation”
of the Offer to Purchase is hereby amended and restated in its entirety as follows:
On July 20, 2015, a putative class action,
Scott v. Receptos, Inc., related to the Merger Agreement was commenced by the filing of a complaint in the Court of Chancery
for the State of Delaware, Case No. 11316, against Receptos, members of the Receptos Board, Celgene and Purchaser. Four other complaints,
Cacioppo v. Hasnain and Rosenberg v. Receptos, Inc., (Case Nos. 11324 and 11325) filed on July 23, Kadin v. Receptos,
Inc., filed on July 27 (Case No. 11337), and Rockaway v. Hasnain, filed on July 28, 2015 (Case No. 11346), raise similar
putative class claims in the Court of Chancery for the State of Delaware against some or all of Receptos, members of the Receptos
Board, Celgene and Purchaser. On August 3, 2015, putative class counsel in Kadin v. Receptos, Inc., filed a Verified Amended
Class Action Complaint which, among other things, challenges the Schedule 14D-9 disclosures as inadequate. The Delaware complaints
were ordered consolidated under the caption Scott v. Receptos, Inc. on August 4, 2015. Another putative class action, Chapman
Family Trust v. Receptos, Inc., was filed on July 30, 2015, in Superior Court of the State of California, County of San Diego,
(Case No. 37-2015-00025537-CU-SL-CTL) against Receptos, members of the Receptos Board, Celgene and Purchaser. The amended consolidated
complaint and the Chapman Family Trust complaint generally allege breaches of fiduciary duty by the members of the Receptos
Board in connection with the Merger Agreement. Further, these complaints allege that Celgene and Purchaser aided and abetted the
purported breaches of fiduciary duty. The plaintiffs generally seek equitable and injunctive relief, including an order enjoining
the defendants from completing the proposed merger transaction, rescission of any consummated transaction, unspecified damages
and attorneys’ fees. Celgene and Purchaser believe these lawsuits are wholly without merit, and intend to vigorously defend
against them.
Additional lawsuits may be filed against Receptos, Celgene, Purchaser and/or any of their respective directors in connection with the Merger.
Item 12 of the Schedule TO is hereby amended and supplemented with
the following:
(a)(5)(F) |
|
Press Release issued by Celgene on August 11, 2015 |
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.
Dated: August 11, 2015 |
CELGENE CORPORATION |
|
|
|
By: |
/s/ Peter N. Kellogg |
|
|
Peter N. Kellogg |
|
|
Executive Vice President and Chief Financial Officer |
|
|
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STRIX CORPORATION |
|
|
|
By: |
/s/ Peter N. Kellogg |
|
|
Peter N. Kellogg |
|
|
Chief Financial Officer |
EXHIBIT INDEX
(a)(5)(F) |
|
Press Release issued by Celgene on August 11, 2015 |
Exhibit (a)(5)(F)
Celgene Receives Antitrust Clearance for Receptos
Acquisition
SUMMIT, N.J. – Celgene Corporation
(NASDAQ:CELG) today announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(“HSR”) with respect to the previously announced tender offer by its wholly-owned subsidiary, Strix Corporation (“Purchaser”),
for all issued and outstanding shares of common stock of Receptos, Inc. (NASDAQ: RCPT) at a price of $232.00 per share, net to
the seller in cash, without interest and less required withholding taxes and subsequent merger of Purchaser with Receptos expired
at 11:59 p.m. EDT on August 10, 2015. The expiration of the HSR waiting period satisfies one of the conditions to the closing of
the pending acquisition, which remains subject to other customary closing conditions.
The tender offer is scheduled
to expire at midnight EDT on Monday, August 24, 2015, unless extended.
About Receptos
Receptos is a biopharmaceutical company developing
therapeutic candidates for the treatment of immune and metabolic diseases. Receptos' lead program, Ozanimod, is a sphingosine 1-phosphate
1 and 5 receptor small molecule modulator in development for immune-inflammatory indications including IBD and RMS. Patents supporting
Ozanimod were exclusively licensed to Receptos from The Scripps Research Institute (TSRI). Receptos is also developing RPC4046,
an anti-interleukin-13 (IL-13) antibody for (EoE), an allergic/immune-mediated orphan disease, as well as other pipeline and pre-clinical
stage compounds.
About Celgene
Celgene Corporation, headquartered in Summit, New Jersey,
is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative
therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more information, please
visit www.celgene.com. Follow Celgene on Social Media: @Celgene, Pinterest, LinkedIn and YouTube.
Additional Information
This news release and the description contained herein
is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Receptos. Celgene
and its wholly-owned subsidiary, Strix Corporation, have filed with the Securities and Exchange Commission (the “SEC”)
a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating
to the tender offer, and Receptos has also filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER AND RECEPTOS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY. Stockholders of Receptos may obtain a free copy of these
documents and other documents filed by Receptos, Celgene or Strix Corporation with the SEC at the website maintained by the SEC
at www.sec.gov. In addition, stockholders may obtain a free copy of these documents by contacting Morrow & Co., LLC the information
agent for the tender offer, toll-free at (855) 201-1081 (or at +1 203 658-9400 collect if you are located outside the U.S. and
Canada), or by email to Receptos.info@morrowco.com.
Forward Looking Statements
This press release contains forward-looking statements,
which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,”
“anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,”
“outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates,
assumptions and projections, and speak only as of the date they are made. Celgene and Receptos undertake no obligation to update
any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond the control
of either company, including the following: (a) the occurrence of any event, change or other circumstance that could give rise
to the termination of the merger agreement; (b) the inability to complete the transaction due to the failure to satisfy conditions
to the transaction; (c) the risk that the proposed transaction disrupts current plans and operations; (d) difficulties or unanticipated
expenses in connection with integrating Receptos into Celgene; (e) the risk that the acquisition does not perform as planned; and
(f) potential difficulties in employee retention following the closing of the transaction. Actual results or outcomes may differ
materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which
are discussed in more detail in the public reports of each company filed with the SEC.
Contacts
For Celgene:
Investors:
(908) 673-9628 investors@celgene.com
Media:
(908) 673-2275 media@celgene.com
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