- Amended Statement of Ownership: Solicitation (SC 14D9/A)
June 23 2009 - 2:41PM
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)
COUGAR BIOTECHNOLOGY, INC.
(Name of
Subject Company)
COUGAR BIOTECHNOLOGY, INC.
(Name of Person Filing Statement)
Common Stock, par value
$0.0001 per share
(Title of Class of Securities)
222083107
(CUSIP Number of Class of Securities)
Alan H. Auerbach
Chief Executive Officer
10990 Wilshire Blvd, Suite 1200
Los
Angeles, California 90024
(310) 943-8040
(Name, address and telephone number of person authorized to receive
notices and communications on
behalf of the persons filing statement)
With copies to:
Charles K. Ruck
B.
Shayne Kennedy
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626-1925
(714) 540-1235
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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 of Cougar Biotechnology, Inc. (the
Company
) filed with the Securities and Exchange Commission on June 5, 2009 (the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by Kite Merger Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation, disclosed in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 5, 2009, as
amended, to purchase all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the
Shares
), at a purchase price of $43.00 per Share, net to the seller in cash, without interest and less any
required withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated June 5, 2009 (as amended or supplemented from time to time, the
Offer to Purchase
), and in the related letter
of transmittal (as amended or supplemented from time to time, the
Letter of Transmittal
). Copies of the Offer to Purchase and the Letter of Transmittal were filed with the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9.
Item 8.
Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text under the heading Litigation of Item 8:
On June 22, 2009, the shareholder class action filed in the Los Angeles County Superior Court in the State of California,
captioned
Puzanov v. Cougar Biotechnology, Inc., et al.,
Case No. BC 414586 was dismissed at the request of the plaintiff, Dr. Igor Puzanov (the
Plaintiff
). The case was dismissed without prejudice. The Company will
pay no settlement or attorneys fees or other expenses of the Plaintiff in connection with the dismissal of the complaint. On June 23, 2009, the Company issued a press release announcing the dismissal, a copy of which is filed as Exhibit
(a)(2)(F) hereto.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text under the
heading Antitrust Compliance of Item 8:
On June 17, 2009, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (
HSR Act
) applicable to the Offer was terminated. Accordingly, the condition to the Offer relating to the expiration or termination of the HSR Act waiting period has been
satisfied. On June 23, 2009, the Company issued a press release noting the termination of the waiting period, a copy of which is filed as Exhibit (a)(2)(F) hereto.
Item 9.
Exhibits.
Item 9 (Exhibits) of the Schedule 14D-9 is
amended and supplemented by adding the following exhibit thereto:
(a)(2)(F) Press Release, dated June 23, 2009, issued by
Cougar Biotechnology, Inc.*
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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COUGAR BIOTECHNOLOGY, INC.
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By:
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/s/ Alan H. Auerbach
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Name:
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Alan H. Auerbach
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Title:
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Chief Executive Officer
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Dated: June 23, 2009
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