UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Amendment No. 4)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Sagent Pharmaceuticals, Inc.
(Name of Subject Company)
Sagent
Pharmaceuticals, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
786692103
(CUSIP Number
of Class of Securities)
Allan Oberman
Chief
Executive Officer
Sagent Pharmaceuticals, Inc.
1901 N. Roselle Road, Suite 700
Schaumburg, Illinois 60195
(847) 908-1600
(Name,
address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
George P. Stamas
William
B. Sorabella
Alexander D. Fine
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
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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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Purpose of Amendment.
This Amendment No. 4 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Sagent
Pharmaceuticals, Inc. (the Company) filed with the Securities and Exchange Commission (the SEC) on August 1, 2016 (as amended, the Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Shepard
Vision, Inc., a Delaware corporation (Purchaser) and a direct wholly owned subsidiary of Nichi-Iko Pharmaceutical Co., Ltd., a Japanese corporation (Parent), made pursuant to an Agreement and Plan of Merger, dated as of
July 10, 2016, among Parent, Purchaser and the Company (as it may be amended or supplemented from time to time), to purchase all of the outstanding shares of the Companys common stock, par value $0.01 per share (Shares), at a
purchase price of $21.75 per Share, net to the Seller in cash, without interest (less any required withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 1, 2016 (as it may be amended
or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, which together with the Offer to Purchase is referred to as the
Offer). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time) filed by Purchaser and Parent with the SEC on August 1, 2016.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the
items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 8. Additional Information.
Item 8 of the
Schedule 14D-9 is hereby amended and supplemented as follows:
At one minute following 11:59 p.m. (12:00 a.m), New York City time, on
August 26, 2016, the Offer expired as scheduled and was not extended. Purchaser was advised by American Stock Transfer & Trust LLC, the depositary for the Offer (the Depositary), that as of the expiration of the Offer, a
total of 28,229,440 Shares were validly tendered into and not properly withdrawn from the Offer, representing approximately 85.6% of the Shares outstanding as of the expiration of the Offer. In addition, the Depositary advised that Notices of
Guaranteed Delivery have been delivered with respect to 589,169 additional Shares, representing approximately 1.8% of the outstanding Shares as of the expiration of the Offer.
The number of Shares validly tendered (and not validly withdrawn) (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been
received, as defined by Section 251(h)(6) of the DGCL) pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied, Purchaser accepted for payment and
will promptly pay for all Shares validly tendered (and not validly withdrawn) from the Offer.
As soon as practicable following the consummation of the
Offer, Parent and Purchaser intend to complete the acquisition of the Company through the Merger without a meeting of stockholders of the Company in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share then outstanding
(other than Shares that were held by any stockholders who properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) will be converted into the right to receive the Offer Price, in cash and without interest and less
applicable withholding taxes, except for Shares held by the Company, Parent or Purchaser, or their respective subsidiaries, which Shares will be cancelled and cease to exist, and no consideration will be delivered in exchange therefor.
Following the consummation of the Merger, the Shares will be delisted and cease to trade on NASDAQ.
On August 29, 2016, Parent issued a press release announcing the expiration and results of the Offer, a copy of which is filed as Exhibit (a)(5)(viii) to
the amendment to the Schedule TO filed with the SEC on August 29, 2016 and is incorporated herein by reference.
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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Sagent Pharmaceuticals, Inc.
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By:
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/s/ Allan Oberman
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Name: Allan Oberman
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Title: Chief Executive Officer
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Dated: August 29, 2016
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