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SEC Filings

SC TO-T/A
ALLERGAN PLC filed this Form SC TO-T/A on 10/17/2016
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This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Augusta Merger Sub, Inc., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Allergan Holdco US, Inc., a Delaware corporation (“Parent”), and an indirect wholly owned subsidiary of Allergan plc, an Irish public limited company (“Allergan”), with the Securities and Exchange Commission on September 26, 2016 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Vitae Pharmaceuticals, Inc., a Delaware corporation (“Vitae”), at a price of $21.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated September 26, 2016 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer”.

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below.

The Offer to Purchase and Item 7 of the Schedule TO are hereby amended and supplemented by adding the following to the end of Section 15 – “Conditions to the Offer” of the Offer to Purchase:

“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.”

The Offer to Purchase and Item 11 of the Schedule TO are hereby amended and supplemented by deleting the fourth sentence of the second paragraph under the subheading “Compliance with the HSR Act” of Section 16 – “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase and replacing such sentence with the following:

“On October 14, 2016, at 11:59 p.m., New York City time, the required waiting period 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.

On the morning of October 17, 2016, Vitae and Allergan issued a joint press release announcing the expiration of the waiting period under the HSR Act. A copy of the joint press release has been filed as Exhibit (a)(1)(K) to the Tender Offer Statement on Schedule TO filed with the SEC and is incorporated herein by reference.”

Item 12

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

 

(a)(1)(K)   Joint Press Release issued by Allergan plc and Vitae Pharmaceuticals, Inc. on October 17, 2016.