Amended Statement of Ownership: Solicitation (sc 14d9/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 14D-9

(RULE 14d-101)

 

(Amendment No. 5)

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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ADVANCED ACCELERATOR APPLICATIONS S.A.

(Name of Subject Company)

 

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ADVANCED ACCELERATOR APPLICATIONS S.A.

(Name of Person(s) Filing Statement)

 

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Ordinary shares, par value €0.10 per share (“Ordinary Shares”)

American Depositary Shares (“ADSs”), each representing two Ordinary Shares of Advanced Accelerator
Applications S.A., par value €0.10 per share
(Title of Class of Securities)

 

00790T100 (ADSs)
(CUSIP Number of Class of Securities)

 

Susanne Schaffert

Advanced Accelerator Applications S.A.

20 rue Diesel

01630 Saint Genis Pouilly, France

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

 

Copies to:

William H. Aaronson

John G. Crowley

Yasin Keshvargar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

[phone]

 

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

 

 

 

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This Amendment No. 5 to Schedule 14D-9 (this “ Amendment ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the United States Securities and Exchange Commission on December 7, 2017 (together with the Exhibits and Annexes thereto and as amended or supplemented hereby and from time to time, the “ Schedule 14D-9 ”) by Advanced Accelerator Applications S.A., a société anonyme organized under the laws of France (the “ Company ”).  The Schedule 14D-9 relates to the tender offer by Novartis Groupe France S.A., a société anonyme organized under the laws of France (“ Purchaser ”) and a direct and indirect wholly owned subsidiary of Novartis AG, a company organized under the laws of Switzerland, to purchase all of the outstanding ordinary shares, nominal value €0.10 per share (each, a “ Company Share ,” and collectively, the “ Company Shares ”), including Company Shares represented by American Depositary Shares (each of which represents two Company Shares) (each, an “ ADS ,” and collectively, the “ ADSs ”), of the Company, for U.S. $41.00 per Company Share and U.S. $82.00 per ADS, in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 7, 2017 (together with any amendments or supplements thereto, the “ Offer to Purchase ”), and in the accompanying Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “ Ordinary Share Acceptance Form ”) and American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, and together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “ Offer ”).

 

Capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.  Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

 

Item 2.  Identity and Background of Filing Person.

 

The following are hereby added as new paragraphs at the end Item 2(b) (“Tender Offer”) of the Schedule 14D-9:

 

“The Subsequent Offer Period expired as scheduled at 12:00 midnight, New York City time, on January 31, 2018 (which was the end of the day on January 31, 2018).  The Parent and Purchaser announced that at the expiration of the Subsequent Offer Period, a total of 95,127,753 Company Shares (including Company Shares represented by ADSs) were validly tendered during the Offer and the Subsequent Offer Period taken together, representing approximately 98.7% of the outstanding Company Shares (including Company Shares represented by ADSs).  Purchaser has accepted for payment and has promptly paid (or will promptly pay) for all Company Shares and ADSs validly tendered during the Subsequent Offer Period.”

 

Item 9.  Exhibits.

 

The following are hereby added to the list of exhibits, following Exhibit No. (a)(1)(T) “Press Release issued by the Company on January 22, 2018 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, filed on January 22, 2018).”:

 

Exhibit No.		Description
(a)(1)(U)		Press Release issued by the Company on February 1, 2018 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K, filed on February 1, 2018).

 

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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.

 

		ADVANCED ACCELERATOR APPLICATIONS S.A.
		By:	/s/ Susanne Schaffert
			Name:	Susanne Schaffert
			Title:	Président — Directeur Général
Dated:	February 1, 2018

 

[Signature Page – Schedule 14D-9/A]

 

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