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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Astex Pharmaceuticals, Inc. (MM) | NASDAQ:ASTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.495 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 7)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ASTEX PHARMACEUTICALS, INC.
(Name of Subject Company)
ASTEX PHARMACEUTICALS, INC.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
04624B103
(CUSIP Number of Class of Securities)
James S.J. Manuso, Ph.D.
Chairman and Chief Executive Officer
Astex Pharmaceuticals, Inc.
4140 Dublin Blvd., Suite 200
Dublin, California 94568
(925) 560-0100
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Copies to
Page Mailliard
Denny Kwon
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 7 to Schedule 14D-9 (this Amendment ) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the SEC ) on September 13, 2013 (as amended or supplemented from time to time, the Schedule 14D-9 ) by Astex Pharmaceuticals, Inc., a Delaware corporation ( Astex or the Company ). The Schedule 14D-9 relates to the tender offer by Autumn Acquisition Corporation, a Delaware corporation ( Purchaser ) and a wholly owned subsidiary of Otsuka Pharmaceutical Co., Ltd., a Japanese joint stock company ( Parent or Otsuka and together with Purchaser, the Offerors ), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended or supplemented from time to time, the Schedule TO ), filed by Purchaser and Parent with the SEC on September 13, 2013, pursuant to which Purchaser has offered to purchase all of the issued and outstanding shares of Astex common stock, $0.001 par value per share (the Shares or the Common Stock ) at a purchase price of $8.50 per share, net to the holder thereof in cash (the Offer Price ), without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 13, 2013 (the Offer to Purchase ), and in the related Letter of Transmittal (the Letter of Transmittal which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement, constitute the Offer ). A copy of the Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) the Schedule 14D-9, respectively.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed 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 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Incorporated by Reference |
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Exhibit
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Exhibit |
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Form |
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File Date |
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Exhibit or
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Filed
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Furnished
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(a)(5)(H) |
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Press release, dated October 9, 2013. |
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X |
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SIGNATURES
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.
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ASTEX PHARMACEUTICALS, INC. |
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By: |
/s/ Michael Molkentin |
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Name: |
Michael Molkentin |
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Title: |
Chief Financial Officer |
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Dated: October 10, 2013 |
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1 Year Astex Pharmaceuticals, Inc. (MM) Chart |
1 Month Astex Pharmaceuticals, Inc. (MM) Chart |
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