Amended Statement of Ownership: Solicitation (sc 14d9/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Acceleron Pharma Inc.

(Name of Subject Company)

Avoro Capital Advisors LLC

Behzad Aghazadeh

(Name of Persons Filing Statement)

Common Stock, $0.001 per share

(Title of Class of Securities)

00434H108

(CUSIP Number of Class of Securities)

Scott Epstein

c/o Avoro Capital Advisors LLC

110 Greene Street, Suite 800

New York, NY 10012

(212) 937-4970

(Name, address and telephone numbers of person authorized to receive notices

and communications on behalf of the persons filing statement)

with a copy to:

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 to Schedule 14D-9 (this “Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the SEC on October 28, 2021 (together with the Exhibits or Annexes thereto, and as amended or supplemented from time to time, the “Schedule 14D-9”) by the Filing Persons. The Schedule 14D-9 relates to the tender offer by Astros Merger Sub, Inc., a Delaware corporation and a subsidiary of Merck Sharp & Dohme Corp., a New Jersey corporation, to purchase all of the outstanding Common Stock, at a price of $180.00 per share of Common Stock.

Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 14D-9.

Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 1.

Item 1.

Subject Company Information.

The second paragraph of Item 1 of the Schedule 14D-9 is hereby amended and restated as follows:

Securities

This Statement relates to the shares of common stock, par value $0.001 per share (“Common Stock”), of the Company. Based solely on the information set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2021, there were 61,155,826 shares of Common Stock issued and outstanding as of November 1, 2021.

Item 4.

The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:

Reasons

On November 9, 2021, the Filing Persons issued a press release (the “Press Release”) announcing the Filing Persons' release of an investor presentation (the “Shareholder Presentation”) in which the Filing Persons express their views on the Tender Offer and their intent not to tender their shares of Common Stock in the Tender Offer. Copies of the Press Release and the Shareholder Presentation are filed herewith, respectively, as Exhibit 2 and Exhibit 3 and are incorporated by reference herein.

Item 9.

Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Description
2	Press Release
3	Shareholder Presentation

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 10, 2021

	Avoro Capital Advisors LLC


	/s/ Scott Epstein
	Name:	Scott Epstein
	Title:	Chief Financial Officer & Chief Compliance Officer


	/s/ Behzad Aghazadeh
	BEHZAD AGHAZADEH

EXHIBIT 2

Avoro Capital Releases Presentation Detailing Why Acceleron Shareholders Should Not Tender Into Merck's Inadequate Offer

Believes Now Is the Wrong Time to Cash out of Acceleron, Given Company's Strong Momentum and Near-Term Inflection Point Coming from Phase 3 Data

Sees Continuing as Standalone Entity as Clearly Superior Path for Acceleron

Highlights What It Believes Was a Flawed and Inadequate Sale Process, Including Not Pursuing Other Strategic Alternatives

Avoro Stands Ready to Support an Independent Acceleron

NEW YORK – November 9, 2021 – Avoro Capital Advisors ("Avoro"), a long-term and collaborative investor in life sciences and biotechnology companies, together with certain of its affiliates and managed funds ("Avoro," "we" or "us") beneficially owns approximately 7% of Acceleron Pharma Inc. (Nasdaq: XLRN) ("Acceleron", "XLRN" or the "Company"), making Avoro one of the Company's most significant shareholders. Avoro today released a detailed presentation outlining why shareholders should not tender their Acceleron shares to the Merck & Co. Inc. (NYSE: MRK) ("Merck") tender offer for $180 per share (the "Tender Offer").

The presentation is available at: https://www.businesswire.com/news/home/52526996/en.

As highlighted in the presentation, Avoro believes that:

Now is the wrong time to cash out of Acceleron: Significant value will be created in one year or less after the STELLAR phase 3 trial data is available. Other major shareholders agree.

Merck's offer does not represent fair value for Acceleron: The implied valuation based on precedent transactions is much higher than the $180 per share Tender Offer price. Sell side analysts and several other investors agree that the price is too low.

Acceleron's Board used a flawed process in reaching the deal: The Board only approached three potential buyers and seemingly did not pursue any other strategic alternatives. In fact, the Board appeared more focused on serving management's interests by providing last-minute tax gross-ups and increased severance payments to Acceleron executives.

Avoro stands ready to support an independent Acceleron: Avoro would stand ready to take the steps necessary to help modify the Board's composition and add directors with relevant experience and expertise to create improved shareholder.

Avoro reiterates that it will not tender its shares into the Merck Tender Offer.

Media Contact

Sloane & Company
Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com

About Avoro Capital L.P.

Avoro Capital L.P., is the parent of Avoro Capital Advisors LLC ("Avoro Capital Advisors") and Avoro Ventures LLC ("Avoro Ventures"). Avoro Capital Advisors is an SEC-registered investment manager located in New York City, investing in public and private equity companies focused primarily on life sciences and biotechnology. Managing Partner, Behzad Aghazadeh PhD, has over 25 years of experience spent in scientific research, healthcare consulting, institutional investment and executive leadership within the healthcare sector, and is supported by a team of seasoned professionals with advanced medical and scientific backgrounds, and extensive investment experience in the biopharmaceutical industry.

Forward-Looking Statements and Additional Information

This communication contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans", "will be" and similar expressions. These forward-looking statements include, without limitation, statements regarding the planned completion of the transactions contemplated by the Tender Offer. Although Avoro believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Avoro, Merck or Acceleron, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties are enumerated in Acceleron's public filings and recent public communications regarding the Tender Offer by Acceleron and Merck. In addition, the foregoing considerations and any other publicly stated risks and uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in the public filings with the U.S. Securities and Exchange Commission (the "SEC") made by Merck and Acceleron, including those listed under "Risk Factors" in Merck's annual reports on Form 10-K and quarterly reports on Form 10-Q and Acceleron's annual reports on Form 10-K and quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Avoro does not undertake any obligation to update or revise any forward-looking information or statements. Unless otherwise noted, Avoro has neither sought nor obtained permission to use third party statements reproduced herein.

EXHIBIT 3