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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zogenix Inc | NASDAQ:ZGNX | 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% | 26.68 | 29.46 | 26.68 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 5)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
ZOGENIX, INC.
(Name of Subject Company)
ZOGENIX, INC.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98978L204
(CUSIP Number of Class of Securities)
Stephen J. Farr, Ph.D.
President and Chief Executive Officer
Zogenix, Inc.
5959 Horton Street, Suite 500
Emeryville, CA 94608
(510) 550-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
With copies to:
R. Scott Shean
Cheston J. Larson
Matthew T. Bush
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
(858) 523-5400
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 5 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Zogenix, Inc., a Delaware corporation, with the United States Securities and Exchange Commission (the SEC) on February 1, 2022 (as amended or supplemented from time to time, the Schedule 14D-9), relating to the tender offer (the Offer) by Zinc Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly owned subsidiary of UCB S.A., a société anonyme formed under the laws of Belgium (Parent), to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the Shares), at a purchase price equal to (i) $26.00, net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law, plus (ii) one non-transferable contingent value right per Share (each, a CVR), which CVR represents the right to receive a contingent payment of $2.00, net to the seller in cash, without interest and less any applicable tax withholding, which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 1, 2022 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on February 1, 2022 (as amended or supplemented from time to time, the Schedule TO). The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9 and are incorporated herein by reference.
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The eighth paragraph under the heading entitled Item 2. Identity and Background of Filing PersonTender Offer on page 3 of the Schedule 14D-9 is amended and supplemented by replacing one minute after 11:59 p.m., eastern time, on March 1, 2022 with 5:00 p.m., eastern time, on March 4, 2022.
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The section entitled Item 4. The Solicitation or RecommendationBackground and Reasons for the Company Boards RecommendationBackground of the Offer of the Schedule 14D-9 is amended and supplemented by inserting the following paragraph at the end of the section on page 23 before the subheading Reasons for the Recommendation of the Company Board:
On February 28, 2022, as agreed between the Company and Parent, Purchaser extended the expiration of the Offer. The Offer was previously scheduled to expire at one minute after 11:59 p.m., eastern time, on March 1, 2022. The expiration time of the Offer has been extended to 5:00 p.m., eastern time, on March 4, 2022, unless further extended.
2
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.
Zogenix, Inc. | ||
By: | /s/ Stephen J. Farr | |
Name: | Stephen J. Farr. Ph.D. | |
Title: | President and Chief Executive Officer |
Dated: March 2, 2022
3
1 Year Zogenix Chart |
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