SEC Info - Intermune Inc - ‘SC 14D9/A’ on 9/19/14 re: Intermune Inc

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

INTERMUNE, INC.

(Name of Subject Company)

INTERMUNE, INC.

(Names of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45884X103

(CUSIP Number of Class of Securities)

Andrew K. W. Powell

Executive Vice President

General Counsel & Secretary

InterMune, Inc.

3280 Bayshore Boulevard

Brisbane, CA 94005

(415) 466-2200

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With a copy to:

Faiza J. Saeed, Esq.

Ting S. Chen, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

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

This Amendment No. 4 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2014 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule 14D-9”) and amended on September 5, 2014, September 12, 2014 and September 19, 2014 by InterMune, Inc., a Delaware corporation (“InterMune”, “we” or “us”). The Schedule 14D-9 relates to the tender offer by Klee Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Roche Holdings, Inc., a Delaware corporation (“Parent”), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “Schedule TO”), filed by Purchaser and Parent with the SEC on August 29, 2014 and amended on September 12, 2014, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.001 per share, of InterMune (the “Shares”) at a purchase price of $74.00 per Share, net to seller in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 29, 2014 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”, which, together with the Offer to Purchase, constitutes the “Offer”). The initial expiration date of the Offer is at 12:00 midnight, New York City time, at the end of the day on Friday, September 26, 2014, unless the Offer is extended or earlier terminated as permitted by the Merger Agreement and applicable law.

Capitalized terms used, but not otherwise defined, in this Amendment 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.

Items 4 and 8 of the Schedule 14D-9 are hereby amended by removing all amendments and supplements set forth in Amendment No. 3 to the Schedule 14D-9, filed with the SEC on September 19, 2014, which Amendment No. 3 was an incomplete draft document describing events that may or may not occur, transmitted erroneously to the SEC EDGAR filing system, which should not be relied upon for any purpose.

	INTERMUNE, INC.


	By:	/s/ *Andrew K. W. Powell*
		Name: Andrew K. W. Powell
		Title: Executive Vice President, General Counsel and Secretary
Dated: September 19, 2014

This ‘SC 14D9/A’ Filing	Date	Other Filings

	9/26/14	8-K
Filed on:	9/19/14	SC 14D9/A
	9/12/14	SC 14D9/A, SC TO-T/A
	9/5/14	8-K, SC 14D9/A
	8/29/14	SC 14D9, SC TO-T
		List all Filings

Intermune Inc – ‘SC 14D9/A’ on 9/19/14 re: Intermune Inc

On: Friday, 9/19/14, at 10:26am ET · Accession #: 950157-14-984 · File #: 5-60673

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Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
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