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SEC Filings

SC 14D9/A
VITAE PHARMACEUTICALS, INC filed this Form SC 14D9/A on 10/17/2016
Entire Document




Washington, D.C. 20549




(Rule 14d-101)


Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)



Vitae Pharmaceuticals, Inc.

(Name of Subject Company)



Vitae Pharmaceuticals, Inc.

(Name of Persons Filing Statement)



Common Stock, par value $0.0001 per share

(Title of Class of Securities)



(CUSIP Number of Class of Securities)


Jeffrey S. Hatfield

President and Chief Executive Officer

502 West Office Center Drive

Fort Washington, PA 19034

(215) 461-2000

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)


Copies to:


Jay K. Hachigian


Scott Applebaum

Gregg A. Griner


General Counsel and Corporate Secretary

Andrew Y. Luh


Vitae Pharmaceuticals, Inc.

Keith J. Scherer


502 West Office Center Drive

Albert W. Vanderlaan


Fort Washington, PA 19034

Gunderson Dettmer Stough


(215) 461-2000

Villeneuve Franklin & Hachigian, LLP



One Marina Park Drive, Suite 900



Boston, MA 02210



(617) 648-9100





o              Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.





This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Vitae Pharmaceuticals, Inc., a Delaware corporation (“Vitae”), with the Securities and Exchange Commission on September 26, 2016 (the “Schedule 14D-9”), relating to the offer by Augusta Merger Sub, Inc., a Delaware corporation (“Purchaser”), and Allergan Holdco US, Inc., a Delaware corporation (“Parent”), both of which are wholly owned subsidiaries of Allergan plc, an Irish public limited company (“Allergan”), to purchase all of the outstanding shares of Vitae’s common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $21.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 26, 2016, and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.




Item 8 of the Schedule 14D-9 is hereby amended by deleting the fifth sentence of the first paragraph under the heading “Regulatory Approvals” on page 43 of the Schedule 14D-9 and replacing it with the following sentences:


“On October 14, 2016, at 11:59 p.m., New York City time, the required waiting period under the HSR Act with respect to the Offer expired.  Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.”




Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:










Joint Press Release issued by Allergan plc and Vitae Pharmaceuticals, Inc. on October 17, 2016 (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO-T/A filed with the SEC by Allergan Inc., Allergan Holdco US, Inc. and Augusta Merger Sub, Inc. on October 17, 2016).




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.



Date: October 17, 2016

Vitae Pharmaceuticals, Inc.






/s/ Jeffrey S. Hatfield



Jeffrey S. Hatfield



President and Chief Executive Officer