0001140361-22-018759.txt : 20220512 0001140361-22-018759.hdr.sgml : 20220512 20220512071220 ACCESSION NUMBER: 0001140361-22-018759 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220512 DATE AS OF CHANGE: 20220512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANTARES PHARMA, INC. CENTRAL INDEX KEY: 0001016169 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411350192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47575 FILM NUMBER: 22915685 BUSINESS ADDRESS: STREET 1: 100 PRINCETON SOUTH STREET 2: SUITE 300 CITY: EWING STATE: NJ ZIP: 08628 BUSINESS PHONE: 609-359-3020 MAIL ADDRESS: STREET 1: 100 PRINCETON SOUTH STREET 2: SUITE 300 CITY: EWING STATE: NJ ZIP: 08628 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC DATE OF NAME CHANGE: 20060120 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC DATE OF NAME CHANGE: 20020520 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC /MN/ DATE OF NAME CHANGE: 20010604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANTARES PHARMA, INC. CENTRAL INDEX KEY: 0001016169 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411350192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 100 PRINCETON SOUTH STREET 2: SUITE 300 CITY: EWING STATE: NJ ZIP: 08628 BUSINESS PHONE: 609-359-3020 MAIL ADDRESS: STREET 1: 100 PRINCETON SOUTH STREET 2: SUITE 300 CITY: EWING STATE: NJ ZIP: 08628 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC DATE OF NAME CHANGE: 20060120 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC DATE OF NAME CHANGE: 20020520 FORMER COMPANY: FORMER CONFORMED NAME: ANTARES PHARMA INC /MN/ DATE OF NAME CHANGE: 20010604 SC 14D9/A 1 ny20003961x3_sc14d9a.htm FORM SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 4)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934


Antares Pharma, Inc.

(Name of Subject Company)


Antares Pharma, Inc.

(Name of Persons Filing Statement)


Common Stock, par value $0.01 per share
(Title of Class of Securities)

036642106
(CUSIP Number of Class of Securities)

Robert F. Apple
President and Chief Executive Officer
100 Princeton South, Suite 300
Ewing, NJ, 08628
(609) 359-3020
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)

Copies to:
Graham Robinson
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street, 23rd Floor
Boston, Massachusetts 02116
(617) 573-4800
Faiz Ahmad
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square, 920 N. King Street
Wilmington, Delaware 19801
(302) 651-3000
          
☐          Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by Antares Pharma, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 26, 2022, relating to the tender offer by Atlas Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Halozyme Therapeutics, Inc., a Delaware corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company for $5.60 per Share in cash, without interest, and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 26, 2022 (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 the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The following paragraphs replace in their entirety the paragraphs under the heading “Legal Proceedings” on page 31:

“On April 27, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Southern District of New York, captioned Shiva Stein v. Antares Pharma, Inc., et al., Case No. 1:22-cv-03426 (the “Stein Complaint”).

On April 30, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Eastern District of New York, captioned Joe Berry v. Antares Pharma, Inc., et al., Case No. 1:22-cv-02483.

On May 3, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Southern District of New York, captioned Joseph Ochoa v. Antares Pharma, Inc., et al., Case No. 1:22-cv-03550 (the “Ochoa Complaint”).

On May 4, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Eastern District of New York, captioned Denise Redfield v. Antares Pharma, Inc., et al., Case No. 1:22-cv-02550.

On May 5, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the District of Delaware, captioned Jordan Wilson v. Antares Pharma, Inc., et al., Case No. 1:22-cv-00604. Also on May 5, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Eastern District of Pennsylvania, captioned Matthew Hopkins v. Antares Pharma, Inc., et al., Case No. 2:22-cv-01751.

On May 6, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Southern District of New York, captioned Richard Lawrence v. Antares Pharma, Inc., et al., Case No. 1:22-cv-03693 (the “Lawrence Complaint”).

On May 10, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States District Court for the Southern District of New York, captioned Katherine Finger v. Antares Pharma, Inc., et al., Case No. 1:22-cv-03782. Also on May 10, 2022, a purported Company stockholder filed a complaint against the Company and each member of the Company Board in the United States Court for the Eastern District of New York, captioned Cathy McCullough v. Antares Pharma, Inc., et al., Case No. 1:22-cv-02725.

Each of the complaints, other than the Lawrence Complaint, allege violations of Section 14(d) of the Exchange Act, and all of the complaints allege violations of Section 14(e) of the Exchange Act and Rule 14d-9 thereunder against all defendants and violations of Section 20(a) of the Exchange Act against the individual defendants. Each of the complaints seek injunctive relief preventing the consummation of the Transactions, an award of plaintiff’s expenses including attorneys’ fees and expenses, and such other relief the court may deem just and proper. Each of the complaints, other than the Ochoa Complaint, also seek rescissory damages or rescission to the extent the transactions contemplated by the definitive merger agreement are consummated. The Stein Complaint, the Ochoa Complaint, and the Lawrence Complaint seek an accounting of damages. Additionally, the Lawrence Complaint seeks injunctive relief preventing the Company from filing further amendments to the Schedule 14D-9.

2
 
The Company believes the claims asserted in each of the complaints are without merit.

Additional lawsuits may be filed against the Company and/or the Company Board in connection with the Transactions, the Schedule TO and the Schedule 14D-9. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily announce such additional filings.”

The following paragraph replaces the second paragraph under the heading entitled “Item 8. Additional Information—Regulatory Approvals—Antitrust in the United States”:

“Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15- calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer and the Merger with the FTC and the Antitrust Division. If the 15th calendar day of the initial waiting period expires on a federal holiday (as defined in 5 U.S.C. 6103(a)), a Saturday, or Sunday, the initial waiting period is extended until 11:59 p.m., Eastern Time, the next business day. The parties agreed in the Merger Agreement to file such Premerger 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 and the Merger as promptly as reasonably practicable and advisable, but no later than ten business days from the date of the Merger Agreement. Each of the Company and Parent filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger on April 26, 2022. At 11:59 p.m., Eastern Time, on May 11, 2022, the waiting period applicable to the Offer under the HSR Act expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period (or any extension thereof) under the HSR Act has been satisfied.”

3

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.

Date: May 12, 2022



 
Antares Pharma, Inc.
 
 
 
By: 
/s/ Robert F. Apple
 
  
Name: 
Robert F. Apple
 
  
Title: 
President and Chief Executive Officer