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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Axcan Pharma (MM) | NASDAQ:AXCA | 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% | 23.34 | 0 | 01:00:00 |
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APPROVAL
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Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response………11
|
|
Axcan
Pharma Inc. (AXCA)
|
(Name
of Issuer)
|
Common
Shares
|
(Title
of Class of Securities)
|
054923107
|
(CUSIP
Number)
|
Alan
Fournier
c/o
Pennant Capital Management, LLC
26
Main Street, Suite 203
Chatham,
NJ 07928
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
December
4, 2007
|
(Date
of Event Which Requires Filing of this
Statement)
|
If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
|
|
Note: Schedules
filed in paper format shall include a signed original and five copies
of
the schedule, including all exhibits. See
§
240.13d-7
for other parties to whom copies are to be sent.
|
|
* The
remainder of this cover page shall be filled out for a reporting
person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
|
|
The
information required on the remainder of this cover page shall not
be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
|
CUSIP
No.
|
054923107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Pennant
Capital Management, LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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||
(a)
|
[_]
|
||
(b)
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[X]
|
3.
|
SEC
USE ONLY
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4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
|
8.
|
SHARED
VOTING POWER
|
|
5,508,000
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
5,508,000
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
5,508,000
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.95%
|
14.
|
TYPE
OF REPORTING PERSON
|
|
IA,
OO
|
CCUSIP
No.
|
054923107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Alan
Fournier
c/o
Pennant Capital Management, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
|
[_]
|
||
(b)
|
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS*
|
|
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
|
[_]
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
|
SOLE
VOTING POWER
|
8.
|
SHARED
VOTING POWER
|
|
5,508,000
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
[_]
|
|
5,508,000
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
5,508,000 |
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
9.95%
|
14.
|
TYPE
OF REPORTING PERSON
|
|
IN
|
CCUSIP
No.
|
054923107
|
Item
1.
|
Security
and Issuer.
|
The
name of the issuer is Axcan Pharma, Inc., a Quebec corporation (the
"Issuer"). The address of the Issuer's offices is 597 Laurier
Boulevard, Mont-Saint-Hilaire, Quebec, Canada J3H 6C4. This
schedule relates to the Issuer's Common Shares (the
"Shares").
|
|
Item
2.
|
Identity
and Background.
|
(a-c, f) | This Schedule 13D is being filed by Pennant Capital Management, LLC, a Delaware limited liability company (“Pennant Capital”), and Alan Fournier, a United States citizen (each a “Reporting Person” and collectively the “Reporting Persons”). The principal business address of the Reporting Persons is 26 Main Street, Suite 203, Chatham, NJ 07928. Pennant Capital serves as the investment manager of Pennant Offshore Partners, Ltd. and Pennant Windward Fund, Ltd., each a Cayman Islands investment fund, and to Pennant Onshore Partners, LP,; Pennant Onshore Qualified, LP, Pennant Spinnaker Fund, LP, and Pennant Windward Fund, LP, each a Delaware investment fund (each a “Fund” and collectively the “Funds”). Mr. Fournier serves as the managing member of Pennant Capital and is primarily responsible for all investment decisions regarding each Fund’s investment portfolio. The Shares reported herein are held in the portfolios of the Funds. |
(d)
|
Alan
Fournier has not, during the last five years, been convicted in a
criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
||||
(e)
|
None
of the Reporting Persons have, during the last five years, been a
party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject
to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
|
||||
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
As
of the date hereof Pennant Capital Management, LLC may be deemed
to
beneficially own 5,508,000 Shares.
As
of the date hereof Alan Fournier may be deemed to beneficially own
5,508,000 Shares.
No
borrowed funds were used to purchase the Shares reported herein,
other
than any borrowed funds used for working capital purposes in the
ordinary
course of business.
|
|
Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons acquired their Shares of the Issuer for investment
purposes.
The
Reporting Persons have no plans or proposals which, other than as
expressly set forth below, would relate to or would result in: (a)
the
acquisition of additional securities of the Issuer or the disposition
of
presently-owned securities of the Issuer; (b) any extraordinary corporate
transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board
of
Directors or management of the Issuer; (e) any material change in
the
present capitalization or dividend policy of the Issuer; (f) any
material
change in the operating policies or corporate structure of the Issuer;
(g)
any change in the Issuer’s charter or by-laws; (h) the Shares of the
Issuer ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. The Reporting Persons, however, reserve
the right, at a later date, to effect one or more of such changes
or
transactions in the number of Shares they may be deemed to beneficially
own.
The
Reporting Persons have been and may continue to be in contact with
members
of the Issuer’s management, the Issuer’s Board of Directors, other
significant shareholders and others regarding alternatives that the
Issuer
could employ to improve shareholder value including, but not limited
to,
the resolution of the Issuer’s current regulatory issues, its plans with
respect to financial matters, improving the composition of the Board
of
Directors if they lack the skills and experience needed in order
to handle
the difficult and complex challenges that the Issuer currently faces,
the
implementation of corporate governance reforms and changes in the
Issuer’s
management. The Reporting Persons have attached as Exhibit C to
this Schedule 13D the letter, dated December 4, 2007 (the “Letter”), from
Pennant Capital Management, LLC (“Pennant”) to the Board of Directors of
the Issuer. The Letter states that Pennant intends to call upon
the Issuer to disclose full details of the process undertaken to
realize
(i) the highest value for the Issuer, (ii) the ongoing role, compensation
and ownership of management and directors in the new company, and
(iii)
the fairness option.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
||
As
of the date hereof, the Reporting Persons may be deemed to beneficially
own 5,508,000 Shares, or 9.95% of the Shares of the Issuer, based
upon the
55,370,361 Shares outstanding as of October 31, 2007, according to
the
Issuer’s website.
Pennant
Capital Management, LLC shares the power to vote or direct the vote
of
5,508,000 Shares to which this filing relates.
Pennant
Capital Management, LLC has the sole power to vote or direct the
vote of 0
Shares to which this filing relates.
Pennant
Capital Management, LLC shares the power to dispose or direct the
disposition of the 5,508,000 Shares to which this filing
relates.
Pennant
Capital Management, LLC has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.
Pennant
Capital Management, LLC specifically disclaims beneficial ownership
in the
Shares reported herein except to the extent of his pecuniary interest
therein.
Alan
Fournier shares the power to vote or direct the vote of 5,508,000
Shares
to which this filing relates.
Alan
Fournier has the sole power to vote or direct the vote of 0 Shares
to
which this filing relates.
Alan
Fournier shares the power to dispose or direct the disposition of
the
5,508,000 Shares to which this filing relates.
Alan
Fournier has the sole power to dispose or direct the disposition
of 0
Shares to which this filing relates.
Alan
Fournier specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest
therein.
Each
of the Reporting Persons has the right to receive and the power to
direct
the receipt of dividends from, or the proceeds from the sale of,
a portion
of the Shares reported herein.
The
trading dates, number of shares purchased and sold and price per
share for
all transactions in the Shares during the past 60 days by the Reporting
Persons on behalf of the Funds were all effected in broker transactions
as
set forth on Exhibit B.
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|||
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
to
Securities of the Issuer.
|
The
Reporting Persons do not have any contract, arrangement, understanding
or
relationship with any person with respect to the Shares.
|
||
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
A: Agreement between the Reporting Persons to file jointly
Exhibit
B: Schedule of Transactions in the Shares of the Issuer
Exhibit
C: Letter to the Board of Directors of the Issuer
|
||
December
5, 2007
|
|
(Date)
|
|
PENNANT
CAPITAL MANAGEMENT, LLC*
|
|
/s/
Alan Fournier
|
|
Name:
Alan Fournier
Title:
Managing Member
ALAN
FOURNIER*
/s/
Alan Fournier
|
|
Alan Fournier | |
PENNANT
CAPITAL MANAGEMENT, LLC*
|
|
/s/
Alan Fournier
|
|
Name:
Alan Fournier
Title:
Managing Member
ALAN
FOURNIER*
/s/
Alan Fournier
|
|
Alan
Fournier
|
Date
of
Transaction
|
Number
of Shares
Purchased/(Sold)
|
Price
of Shares
|
10/5/07
|
(10,979)
|
21.14
|
||
10/8/07
|
(1,751)
|
20.96
|
||
10/9/07
|
(2,158)
|
20.96
|
||
10/11/07
|
(17,258)
|
20.95
|
||
10/12/07
|
(43,799)
|
20.96
|
||
10/19/07
|
14,607
|
20.61
|
||
10/22/07
|
95,393
|
19.84
|
||
10/23/07
|
50,000
|
19.90
|
||
10/25/07
|
11,000
|
19.95
|
||
10/26/07
|
129,000
|
20.52
|
||
10/30/07
|
120,000
|
20.83
|
||
10/31/07
|
410,000
|
20.39
|
||
11/2/07
|
50,000
|
18.77
|
||
11/28/07
|
170,000
|
18.14
|
||
11/29/07
|
1,000,000
|
22.60
|
||
11/30/07
|
687,900
|
22.58
|
||
12/3/07
|
400,000
|
22.53
|
1 Year Axcan Pharma (MM) Chart |
1 Month Axcan Pharma (MM) Chart |
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