- Amended tender offer statement by Third Party (SC TO-T/A)
February 06 2009 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(RULE
14d-100)
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
(Amendment
No. 2)
AVIGEN,
INC
.
(Name of
Subject Company)
________________________
BVF
ACQUISITION LLC
BIOTECHNOLOGY
VALUE FUND, L.P.
BIOTECHNOLOGY
VALUE FUND II, L.P.
BVF
INVESTMENTS, L.L.C.
INVESTMENT
10, L.L.C.
BVF
PARTNERS L.P.
BVF
INC.
MARK
N. LAMPERT
(Names of
Filing Persons—Offeror)
____________________________________
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title of
Class of Securities)
___
______________________
053690103
(CUSIP
Number of Class of Securities)
________________________
MARK
N. LAMPERT
Biotechnology
Value Fund, L.P.
900 North
Michigan Avenue, Suite 1100
Chicago,
Illinois 60611
(312)
506-6500
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
ADAM W.
FINERMAN, ESQ.
Olshan
Grundman Frome Rosenzweig & Wolosky LLP
Park
Avenue Tower
65 East
55
th
Street
New York,
New York 10022
(212)
451-2300
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Transaction
Valuation*
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Amount
of Filing Fee**
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$20,949,515
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$823.32
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*
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Estimated
for purposes of calculating the amount of filing fee only. Transaction
value derived by multiplying 20,949,515 (the maximum number of shares of
common stock of subject company estimated to be acquired by Offeror) by
$1.00 (the purchase price per share offered by
Offeror).
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**
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The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals $39.30 per $1,000,000
of the value of the transaction.
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
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Amount Previously Paid:
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$823.32
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Filing Party:
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BVF
Acquisition LLC
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Form
or Registration No.:
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Schedule
TO-T
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Date
Filed:
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January
23, 2009
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¨
Check the
box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
x
third-party
tender offer subject to Rule 14d-1.
¨
issuer
tender offer subject to Rule 13e-4.
¨
going-private
transaction subject to Rule 13e-3.
¨
amendment
to Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer.
¨
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
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¨
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Rule
13e-4(i) (Cross-Border Issuer Tender
Offer)
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¨
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Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
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This
Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (the “Schedule TO”), originally filed by BVF
Acquisition LLC (the “Purchaser”) with the Securities and Exchange Commission on
January 23, 2009, as amended on February 2, 2009, relating to the offer by the
Purchaser to purchase all of the outstanding shares of common stock, par value
$0.001 per share (the “Shares”), of Avigen, Inc., a Delaware corporation (the
“Company”), at $1.00 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated January 23, 2009, as amended (the “Offer to Purchase”), and in the related
Letter of Transmittal, copies of which were filed as Exhibits (a)(1)(i) and
(a)(1)(ii) to the Schedule TO. All references to Sections in this Amendment are
to Sections of the Offer to Purchase. Capitalized terms used and not otherwise
defined in this Amendment shall have the meanings assigned to them in the Offer
to Purchase or the Schedule TO, as applicable.
All
information set forth in the Offer to Purchase filed as Exhibit (a)(1)(i) to the
Schedule TO is incorporated by reference in answer to Items 1 through 11 in the
Schedule TO, except those items as to which information is specifically provided
herein.
Item
12. Exhibits.
Item 12
of the Schedule TO is hereby amended and supplemented to include the
following:
“(a)(5)(iii)
Text of Press Release issued by the Purchaser, dated February 6,
2009.”
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.
Dated: February
6, 2009
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BVF
ACQUISITION LLC
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By:
Biotechnology Value Fund, L.P., a member
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By:
BVF Partners L.P., its general partner
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By:
BVP Inc., its general partner
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By:
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Name:
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Mark
N. Lampert
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Title:
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President
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BIOTECHNOLOGY
VALUE FUND, L.P.
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By:
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BVF
Partners L.P., its general partner
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By:
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BVF
Inc., its general partner
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By:
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Mark
N. Lampert
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President
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BIOTECHNOLOGY
VALUE FUND II, L.P.
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By:
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BVF
Partners L.P., its general partner
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By:
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BVF
Inc., its general partner
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By:
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Mark
N. Lampert
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President
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BVF
INVESTMENTS, L.L.C.
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By:
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BVF
Partners L.P., its manager
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By:
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BVF
Inc., its general partner
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By:
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Mark
N. Lampert
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President
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INVESTMENT
10, L.L.C.
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By:
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BVF
Partners L.P., its investment manager
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By:
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BVF
Inc., its general partner
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By:
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Mark
N. Lampert
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President
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BVF
PARTNERS L.P.
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By:
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BVF
Inc., its general partner
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By:
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Mark
N. Lampert
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President
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BVF
INC.
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By:
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Mark
N. Lampert
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President
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EXHIBIT
INDEX
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(a)(1)(i)
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Offer
to Purchase, dated January 23, 2009.*
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(a)(1)(ii)
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Form
of Letter of Transmittal.*
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(a)(1)(iii)
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Form
of Notice of Guaranteed Delivery.*
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(a)(1)(iv)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
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(a)(1)(v)
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Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
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(a)(1)(vi)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
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(a)(1)(vii)
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Form
of summary advertisement, dated January 23, 2009.*
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(a)(5)(i)
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Text
of press release issued by Purchaser, dated January 23,
2009.*
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(a)(5)(ii)
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Text
of Press Release issued on January 15, 2009, incorporated by reference
from Schedule TO filed by BVF Acquisition LLC on January 15,
2009.**
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(a)(5)(iii)
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Text
of Press Release issued by the Purchaser, dated February 6,
2009.
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(b)
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Not
applicable.
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(d)
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Not
applicable.
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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_____________________
* Previously
filed on January 23, 2009.
** Previously
filed on January 15, 2009.
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