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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Portola Pharmaceuticals Inc | NASDAQ:PTLA | 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% | 18.03 | 18.00 | 18.10 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PORTOLA PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
ODYSSEY MERGER SUB INC.
a direct, wholly owned subsidiary of
ALEXION PHARMACEUTICALS, INC.
(Name of Filing Persons (Offerors))
Common Stock, $0.001 Par Value
(Title of Class of Securities) |
737010108
(CUSIP Number of Class of Securities) |
Ludwig N. Hantson, Ph.D.
Chief Executive Officer
121 Seaport Boulevard, Boston, Massachusetts 02210
(475) 230-2596
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
With a copy to:
Scott A. Barshay
Rachael G. Coffey
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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| $1,471,819,046.35 | | | $191,042.11 | | |||
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Amount Previously Paid: | None | Filing Party: | N/A | |||
Form or Registration No: | N/A | Date Filed: | N/A |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this "Schedule TO") is filed by (i) Odyssey Merger Sub Inc., a Delaware corporation ("Purchaser") and a direct, wholly owned subsidiary of Alexion Pharmaceuticals, Inc., a Delaware corporation ("Parent" or "Alexion"), and (ii) Parent. This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Portola Pharmaceuticals, Inc., a Delaware corporation (the "Company" or "Portola"), at a purchase price of $18.00 per Share net to the holder of such Share, in cash, without interest and subject to any applicable withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 27, 2020, a copy of which is filed herewith as Exhibit (a)(1)(A) (together with any amendments or supplements thereto, the "Offer to Purchase") and in the related Letter of Transmittal (together with any amendments or supplements thereto, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer"), a copy of which is filed herewith as Exhibit (a)(1)(B). Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
The information set forth in the section of the Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Portola Pharmaceuticals, Inc., a Delaware corporation. The Company's principal executive offices are located at 270 E. Grand Avenue, South San Francisco, California, 94080. The Company's telephone number at such address is (650) 246-7300.
(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.001 per share, of the Company. The Company has advised Parent that, as of the close of business on May 19, 2020, 78,517,282 Shares were issued and outstanding. The information set forth in the section of the Offer to Purchase entitled "Introduction" is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares are traded, and certain high and low sales prices for the Shares in that principal market, is set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet" and "The OfferPrice Range of the Shares; Dividends on the Shares" and is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a), (b), (c) This Schedule TO is filed by Parent and Purchaser. The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Introduction," and "The OfferCertain Information Concerning Parent and Purchaser" and in Schedule I to the Offer to Purchase is incorporated herein by reference.
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Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (x), (xii) The information set forth in the sections of the Offer to Purchase entitled "Introduction," "Summary Term Sheet," "The OfferTerms of the Offer," "The OfferAcceptance for Payment and Payment," "The OfferProcedure for Tendering Shares," "The OfferWithdrawal Rights," "The OfferCertain U.S. Federal Income Tax Consequences," "The OfferEffect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration," "The OfferSource and Amount of Funds," "The OfferThe Merger Agreement; Other Agreements" and "The OfferConditions to the Offer" is incorporated herein by reference.
(a)(1)(ix), (xi) Not applicable.
(a)(2) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Introduction," "The OfferCertain Information Concerning Parent and Purchaser," "The OfferBackground of the Offer and the Merger; Past Contacts or Negotiations between Parent and the Company," "The OfferPurpose of the Offer; Plans for the Company" and "The OfferThe Merger Agreement; Other Agreements" is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (c)(1), (3)-(7) The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Introduction," "The OfferPrice Range of the Shares; Dividends on the Shares," "The OfferPurpose of the Offer; Plans for the Company," "The OfferEffect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration" and "The OfferThe Merger Agreement; Other Agreements" is incorporated herein by reference.
(c)(2) Not applicable.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Introduction," "The OfferTerms of the Offer" and "The OfferSource and Amount of Funds" is incorporated herein by reference.
(b) The Offer is not subject to a financing condition.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a), (b) The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "The OfferCertain Information Concerning Parent and Purchaser," "The OfferPurpose of the Offer; Plans for the Company" and "The OfferThe Merger Agreement; Other Agreements" is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Introduction" and "The OfferFees and Expenses" is incorporated herein by reference.
Item 10. Financial Statements.
(a), (b) Not applicable.
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Item 11. Additional Information.
(a)(1) The information set forth in the sections of the Offer to Purchase entitled "The OfferCertain Information Concerning Parent and Purchaser," "The OfferBackground of the Offer and the Merger; Past Contacts or Negotiations between Parent and the Company," "The OfferPurpose of the Offer; Plans for the Company" and "The OfferThe Merger Agreement; Other Agreements" is incorporated herein by reference.
(a)(2), (3) The information set forth in the sections of the Offer to Purchase entitled "Introduction," "Summary Term Sheet," "The OfferPurpose of the Offer; Plans for the Company," "The OfferThe Merger Agreement; Other Agreements," "The OfferConditions of the Offer" and "The OfferCertain Legal Matters" is incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to Purchase entitled "The OfferSource and Amount of Funds," "The OfferEffect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration" and "The OfferCertain Legal Matters" is incorporated herein by reference.
(a)(5) The information set forth in the sections of the Offer to Purchase entitled "The OfferThe Merger Agreement; Other Agreements" and "The OfferCertain Legal Matters" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase is incorporated herein by reference.
See Exhibit Index.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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.
Dated: May 27, 2020
ODYSSEY MERGER SUB INC. | ||||||
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By: |
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/s/ Aradhana Sarin |
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Name: | Aradhana Sarin | |||||
Title: | President |
ALEXION PHARMACEUTICALS, INC. | ||||||
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By: |
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/s/ Aradhana Sarin |
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Name: | Aradhana Sarin | |||||
Title: | Executive Vice President, Chief Financial Officer |
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