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Santarus, Inc. : Santarus Announces Availability of Amended Tender Offer Materials
12/30/2013 | 07:01am US/Eastern
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Santarus, Inc. (NASDAQ:SNTS) today announced that on December 20, 2013 it filed an amendment (the "Amendment") to its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), originally filed with the Securities and Exchange Commission (the "SEC") on December 3, 2013. The Schedule 14D-9 relates to the tender offer by Willow Acquisition Sub Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Salix Pharmaceuticals, Ltd., a Delaware corporation ("Salix"), to purchase any and all of the issued and outstanding shares of Santarus' common stock, par value $0.0001 per share, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share (collectively, the "Shares"), at a purchase price of $32.00 per Share, net to the seller thereof in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 3, 2013 (as amended or supplemented from time to time, the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the "Offer"). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the "Schedule TO"), filed by Salix, Salix Pharmaceuticals, Inc., a wholly owned subsidiary of Salix, and Purchaser with the SEC on December 3, 2013. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
The Amendment provides additional disclosure about the Offer and Santarus, including, among other things, additional information regarding the financial analysis performed by Santarus' financial advisor in connection with the Offer. The terms and conditions of the Offer remain the same, as set forth in the tender offer materials previously disseminated by Santarus, Salix and Purchaser. All of the tender offer materials, including the Amendment, are accessible to stockholders free of charge as set forth below.