0001104659-19-074076.txt : 20191219 0001104659-19-074076.hdr.sgml : 20191219 20191219080219 ACCESSION NUMBER: 0001104659-19-074076 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191219 DATE AS OF CHANGE: 20191219 GROUP MEMBERS: MEDUSA MERGER CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60201 FILM NUMBER: 191294166 BUSINESS ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-290-6000 MAIL ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOVARTIS AG CENTRAL INDEX KEY: 0001114448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 BUSINESS PHONE: 01141613241111 MAIL ADDRESS: STREET 1: LICHTSTRASSE 35 CITY: BASEL STATE: V8 ZIP: CH 4056 SC TO-T/A 1 a19-26580_1sctota.htm SC TO-T/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

THE MEDICINES COMPANY

(Name of Subject Company (Issuer))

 

MEDUSA MERGER CORPORATION

an indirect wholly owned subsidiary of

 

NOVARTIS AG

(Name of Filing Persons (Offerors))

 

Common Stock, $0.001 Par Value

(Title of Class of Securities)

 

584688105

(CUSIP Number of Class of Securities)

 

Shannon Thyme Klinger
Group General Counsel
Novartis AG
Lichstrasse 35

CH-4056 Basel
Switzerland
Telephone: +41-61-324-1111

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of Filing Persons)

 

With a copy to:

 

Francis J. Aquila

Matthew G. Hurd
Melissa Sawyer
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Telephone: +1 (212) 558-4000

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)

 

Amount Of Filing Fee(2)

$9,677,945,967.37

 

$1,256,197.39

 

(1)

Estimated solely for purposes of calculating the amount of the filing fee. Calculated by adding (a) 80,183,716 outstanding shares of The Medicines Company (the “Company”) common stock, par value $0.001 per share (collectively, “Shares”) (including 235,387 restricted Shares) multiplied by $85.00, the offer price per Share (the “Offer Price”), plus (b) 9,864,818 Shares issuable upon the exercise of outstanding equity compensation options with an exercise price less than the Offer Price, multiplied by $55.976 (which is the Offer Price minus the weighted average exercise price for such options of $29.024 per Share), plus (c) 27,178,083 Shares subject to issuance pursuant to outstanding convertible notes, to the extent converted in accordance with their terms, multiplied by the Offer Price. The calculation of the filing fee is based on information provided by the Company as of December 2, 2019.

 

 

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2020, issued August 23, 2019, equals $129.80 per million dollars of the value of the transaction.

 

 

x

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

Amount Previously Paid: $1,256,197.39

Filing Party: Novartis AG and Medusa Merger Corporation

 

Form of Registration No.: Schedule TO

Date Filed: December 5, 2019

 

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

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x               third-party tender offer subject to Rule 14d-1.

o                 issuer tender offer subject to Rule 13e-4.

o                 going-private transaction subject to Rule 13e-3.

o                 amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o                 Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o                 Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on December 5, 2019 by (i) Medusa Merger Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Novartis AG, a company organized under the laws of Switzerland (“Parent”), and (ii) Parent.  The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of The Medicines Company, a Delaware corporation (the “Company”), at a purchase price of $85.00 per Share, net to the seller in cash, without interest thereon and subject to any tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 5, 2019 (the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, as it may be amended or supplemented from time to time, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

 

2

 

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.  Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase.

 

Schedule TO.

 

The Schedule TO is hereby amended as follows:

 

Item 11.

 

The information set forth in the Offer to Purchase under “The Offer—Section 15—Certain Legal Matters” and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding the following paragraph before the last paragraph of the section captioned “Antitrust Matters”:

 

“On December 18, 2019, the FTC and Antitrust Division granted early termination of the waiting period under the HSR Act with respect to the purchase of Shares in the Offer and the Merger. Accordingly, the Offer Condition relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. The Offer and the Merger remain subject to other closing conditions.”

 

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EXHIBIT INDEX

 

Index No.

 

 

 

 

 

(a)(1)(A)

 

Offer to Purchase for Cash, dated December 5, 2019, attached as Exhibit (a)(1)(A) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(B)

 

Form of Letter of Transmittal, attached as Exhibit (a)(1)(B) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(C)

 

Form of Notice of Guaranteed Delivery, attached as Exhibit (a)(1)(C) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(D)

 

Form of Letter to Brokers and Dealers, attached as Exhibit (a)(1)(D) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(E)

 

Form of Letter to Clients, attached as Exhibit (a)(1)(E) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(F)

 

Form of Summary Advertisement as published in the New York Times on December 5, 2019, attached as Exhibit (a)(1)(F) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(G)

 

Power of Attorney for Novartis AG, dated November 23, 2019, attached as Exhibit (a)(1)(G) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(1)(H)

 

Signing Authorization for Medusa Merger Corporation, dated November 23, 2019, attached as Exhibit (a)(1)(H) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(a)(5)(A)

 

Press Release issued by Novartis AG on November 24, 2019, attached as Exhibit (a)(5)(A) to the Schedule TO-C filed by Novartis AG with the Securities and Exchange Commission on November 25, 2019 (incorporated herein by reference).*

 

4

 

(a)(5)(B)

 

Novartis AG Investor Presentation on November 25, 2019, attached as Exhibit (a)(5)(B) to the Schedule TO-C filed by Novartis AG with the Securities and Exchange Commission on November 25, 2019 (incorporated herein by reference).*

 

 

 

(a)(5)(C)

 

Transcript of Novartis AG investor call on November 25, 2019, attached as Exhibit (a)(5)(C) to the Schedule TO-C filed by Novartis AG with the Securities and Exchange Commission on November 25, 2019 (incorporated herein by reference).*

 

 

 

(b)

 

Not applicable.

 

 

 

(d)(1)

 

Agreement and Plan of Merger, dated as of November 23, 2019, by and among Novartis AG, Medusa Merger Corporation and The Medicines Company, attached as Exhibit 2.1 to the Current Report on Form 8-K filed by The Medicines Company with the Securities and Exchange Commission on November 25, 2019 (incorporated herein by reference).*

 

 

 

(d)(2)

 

Confidentiality Agreement, dated as of August 21, 2019, by and between Novartis Pharmaceuticals Corporation and the Company, as amended on October 10, 2019, attached as Exhibit (d)(2) to the Schedule TO-T filed by Novartis AG with the Securities and Exchange Commission on December 5, 2019 (incorporated herein by reference).*

 

 

 

(g)

 

Not applicable.

 

 

 

(h)

 

Not applicable.

 

* Previously filed.

 

5

 

SIGNATURES

 

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:  December 19, 2019

 

 

MEDUSA MERGER CORPORATION

 

 

 

 

 

 

 

By:

/s/ Peter Louwagie

 

Name:

Peter Louwagie

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

 

 

By:

/s/ Dario Drago

 

Name:

Dario Drago

 

Title:

As Attorney

 

 

 

 

By:

/s/ Jonathan Emery

 

Name:

Jonathan Emery

 

Title:

As Attorney

 

6