Amended Statement of Ownership: Solicitation (sc 14d9/a)
June 02 2020 - 8:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
(Amendment No. 6)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Stemline
Therapeutics, Inc.
(Name of Subject Company)
Stemline
Therapeutics, Inc.
(Name
of Persons Filing Statement)
Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
85858C107
(CUSIP Number of Class of Securities)
Ivan Bergstein, M.D.
Chairman, President and Chief Executive Officer
750 Lexington Avenue
Eleventh Floor
New York, New York 10022
(646) 502-2311
(Name, address, and telephone numbers
of person authorized to receive notices and communications on behalf of the persons filing statement)
Copies to:
Graham Robinson
Faiz Ahmad
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street, 23rd Floor
Boston, Massachusetts 02116
(617) 573-4800
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Matthew Mamak
Alston & Bird LLP
90 Park Avenue
New York, New York 10016
(212) 210-1256
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¨
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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. 6 (this “Amendment”)
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time,
this “Schedule 14D-9”) filed by Stemline Therapeutics, Inc. (“Stemline”) with the Securities
and Exchange Commission (the “SEC”) on May 12, 2020, relating to the tender offer by Mercury Merger Sub, Inc.,
a Delaware corporation (“Purchaser”) and wholly owned subsidiary of
Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”),
and an indirect wholly owned subsidiary of A. Menarini - Industrie Farmaceutiche Riunite - S.r.l. (“Menarini”),
a company formed under the laws of Italy, to purchase all of the issued and outstanding shares of common stock, par value $0.0001
per share (the “Shares”), of Stemline for (i) $11.50 per Share, net
to the seller in cash, without interest, plus (ii) one (1) contingent value right per Share as set forth in the Contingent Value
Rights Agreement, and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer
to Purchase, filed by Parent, Purchaser and Menarini with the SEC on May 12, 2020 (as amended or supplemented from time to time),
and in the related Letter of Transmittal (as amended or supplemented from time to time).
Except to the extent specifically provided
in this Amendment, the information set forth in this Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise
defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed
to reflect certain updates as set forth below.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of this Schedule 14D-9 is hereby amended as follows:
The
following disclosure replaces the second paragraph under the heading entitled “Item 8. Additional Information—Regulatory
Approvals—Antitrust in the United States” of this Schedule 14D-9:
On May 15, 2020, each of Stemline and the
ultimate parent entity of the Menarini Group filed Notification and Report Forms under the HSR Act with the FTC and the Antitrust
Division in connection with the purchase of Shares in the Offer. At 11:59 p.m., Eastern Time, on June 1, 2020, the waiting period
applicable to the Offer under the HSR Act expired. Accordingly, the Offer Condition with respect to the expiration or termination
of the waiting period under the HSR Act has been satisfied.
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: June 2, 2020
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Stemline Therapeutics, Inc.
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By:
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/s/ Kenneth Hoberman
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Name:
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Kenneth Hoberman
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Title:
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Chief Operating Officer
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