Amended Statement of Ownership: Solicitation (sc 14d9/a)
October 25 2021 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
(Amendment No. 1)
Adamas Pharmaceuticals, Inc.
(Name of Subject Company)
Adamas Pharmaceuticals, Inc.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
00548A106
(CUSIP Number of Class of Securities)
Christopher B. Prentiss
Chief Financial Officer
Adamas Pharmaceuticals, Inc.
1900 Powell Street, Suite 1000
Emeryville, California
(510) 450-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Jamie Leigh
Ian Nussbaum
Cooley LLP
101 California Street, 5th Floor
San Francisco, CA 94111-5800
(415) 693-2000
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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. 1
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time,
the “Schedule 14D-9”) previously filed by Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas”
or the “Company”), with the Securities and Exchange Commission on October 25, 2021, relating to the tender offer
(the “Offer”) by Supernus Reef, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary
of Supernus Pharmaceuticals, Inc. (“Supernus”), to purchase all of the outstanding Shares at the Offer Price, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated October 25, 2021, and in the related Letter of
Transmittal filed by Purchaser with the Securities and Exchange Commission on October 25, 2021.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of October 10, 2021, by and among Supernus, Purchaser
and Adamas. Any capitalized term used and not otherwise defined herein shall have the meaning
ascribed to such term in the Schedule 14D-9.
Except
as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is incorporated herein by reference
as relevant to the items in this Amendment No. 1. This Amendment No. 1 is being filed to reflect certain updates as set forth
below.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9
is hereby amended and supplemented by adding the following exhibit:
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.
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ADAMAS PHARMACEUTICALS, INC.
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By:
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/s/ Christopher B. Prentiss
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Name:
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Christopher B. Prentiss
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Title:
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Chief Financial Officer
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Dated: October 25, 2021
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