SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4) of the Securities Exchange Act of 1934
Celgene Corporation
(Name of Subject Company)
Celgene Corporation
(Name of Person Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
151020104
(CUSIP Number of Class of Securities)
Peter N. Kellogg
Chief Financial Officer
Celgene Corporation
86 Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
ITEM 1. | Subject Company Information. |
The name of the subject company is: Celgene Corporation
The address and telephone number of its principal executive offices are:
86 Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
The exact title of the subject class of equity securities is: Common Stock, par value $.01 per share.
The number of shares outstanding of the above class as of October 21, 2014 is: 798,704,188
ITEM 2. | Identity and Background of Filing Person. |
The name of the filing person is: Celgene Corporation. The filing person is the subject company.
The address and telephone number of its principal executive offices are:
86 Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
The tender offer to which this Schedule relates is an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 1,000,000 shares of Celgenes common stock, approximately 0.13% of the outstanding shares, at $101.75 per share. TRC Capitals offer is 4.71% below the market price on November 18, 2014, the date prior to the commencement of the offer, and approximately 10.5% below the closing market price of $113.69 for Celgenes common stock on November 28, 2014.
The name of the offeror is: TRC Capital Corporation
The address of the offeror is: 80 Bloor Street West, Suite 400, Toronto, Ontario M5S 2V1, Canada
ITEM 3. | Past Contracts, Transactions, Negotiations and Agreements. |
The filing person is the subject company. The filing person and its affiliates have no material agreement, arrangement or understanding, nor do they have any actual or potential conflict of interest with the offeror, its executive officers, directors or affiliates.
ITEM 4. | The Solicitation or Recommendation. |
The filing person is recommending to its stockholders that they reject the tender offer. The filing persons reasons for its recommendation are set forth on Exhibit 1 to this Schedule. To the extent known by the filing person, neither the filing person nor any executive officer, director, affiliates or subsidiary of the filing person currently intends to tender or sell, subject to sales in the ordinary course, the subject securities that are held of record or beneficially owned by that person. To its knowledge, the filing person believes that it and its executive officers, directors, affiliates and subsidiaries intend to hold, subject to sales in the ordinary course, all such securities held by them.
ITEM 5. | Person/Assets, Retained, Employed, Compensated or Used. |
The filing person has not directly or indirectly employed, retained, or agreed to compensate any person to make solicitations or recommendations in connection with the mini-tender offer.
ITEM 6. | Interest in Securities of the Subject Company. |
Other than gifts aggregating 50,000 shares by Mr. Hugin in November 2014, information required pursuant to this Item is incorporated by reference from the following Form 4, Statement of Changes in Beneficial Ownership of Securities filed with the Securities and Exchange Commission via EDGAR on the dates indicated:
Form 4 filed with the SEC on behalf of Thomas Daniel on November 26, 2014;
Form 4 filed with the SEC on behalf of Perry Karsen on November 14, 2014;
Form 4 filed with the SEC on behalf of Robert Hugin on November 4, 2014;
Form 4 filed with the SEC on behalf of Lawrence Stein on October 29, 2014;
Form 4 filed with the SEC on behalf of Scott Smith on October 29, 2014;
Form 4 filed with the SEC on behalf of Ernest Mario on October 29, 2014;
Form 4 filed with the SEC on behalf of Peter Kellogg on October 29, 2014;
Form 4 filed with the SEC on behalf of Perry Karsen on October 29, 2014;
Form 4 filed with the SEC on behalf of Robert Hugin on October 29, 2014;
Form 4 filed with the SEC on behalf of Jacqualyn Fouse on October 29, 2014;
Form 4 filed with the SEC on behalf of Thomas Daniel on October 29, 2014;
Form 4 filed with the SEC on behalf of Mark Alles on October 29, 2014; and
Form 4 filed with the SEC on behalf of Michael Casey on October 28, 2014.
Open market purchases under the Companys share repurchase program pursuant to a Rule 10b5-1 trading plan for the 60 day period prior to the date hereof are as follows:
Trade Date |
Number of Shares |
Average Price |
Total Paid | |||||||||
11/28/2014 | 15,000 | $ | 113.6688 | $ | 1,705,032 | |||||||
11/26/2014 | 14,800 | $ | 112.0454 | $ | 1,658,272 | |||||||
11/25/2014 | 34,301 | $ | 110.6483 | $ | 3,795,347 | |||||||
11/24/2014 | 2,400 | $ | 109.1225 | $ | 261,894 | |||||||
11/21/2014 | 35,973 | $ | 108.3490 | $ | 3,897,639 | |||||||
11/20/2014 | 76,742 | $ | 106.9548 | $ | 8,207,925 | |||||||
11/19/2014 | 55,847 | $ | 106.4597 | $ | 5,945,455 | |||||||
11/18/2014 | 6,401 | $ | 104.9218 | $ | 671,604 | |||||||
11/17/2014 | 70,400 | $ | 104.5001 | $ | 7,356,807 | |||||||
11/14/2014 | 195,783 | $ | 103.8282 | $ | 20,327,796 | |||||||
11/13/2014 | 103,289 | $ | 107.5410 | $ | 11,107,802 | |||||||
11/12/2014 | 71,148 | $ | 107.3619 | $ | 7,638,584 | |||||||
11/11/2014 | 82,581 | $ | 107.9763 | $ | 8,916,791 | |||||||
11/10/2014 | 53,900 | $ | 107.1957 | $ | 5,777,848 | |||||||
11/7/2014 | 89,686 | $ | 106.3814 | $ | 9,540,922 | |||||||
11/6/2014 | 53,416 | $ | 105.9668 | $ | 5,660,323 | |||||||
11/5/2014 | 101,979 | $ | 105.8291 | $ | 10,792,346 | |||||||
11/4/2014 | 96,500 | $ | 105.8964 | $ | 10,219,003 | |||||||
11/3/2014 | 81,998 | $ | 106.7938 | $ | 8,756,878 | |||||||
10/31/2014 | 80,200 | $ | 107.8091 | $ | 8,646,290 | |||||||
10/30/2014 | 74,284 | $ | 106.2559 | $ | 7,893,113 | |||||||
10/29/2014 | 83,300 | $ | 105.1538 | $ | 8,759,312 | |||||||
10/28/2014 | 79,200 | $ | 105.4194 | $ | 8,349,216 | |||||||
10/27/2014 | 85,700 | $ | 102.8743 | $ | 8,816,328 | |||||||
10/24/2014 | 87,000 | $ | 102.3811 | $ | 8,907,156 | |||||||
10/16/2014 | 12,995 | $ | 84.7201 | $ | 1,100,938 | |||||||
10/15/2014 | 28,924 | $ | 84.5207 | $ | 2,444,677 | |||||||
10/14/2014 | 477,618 | $ | 87.6566 | $ | 41,866,370 | |||||||
10/13/2014 | 491,076 | $ | 88.4984 | $ | 43,459,440 | |||||||
10/10/2014 | 196,366 | $ | 91.5023 | $ | 17,967,941 | |||||||
10/9/2014 | 69,073 | $ | 92.6962 | $ | 6,402,805 | |||||||
10/8/2014 | 70,107 | $ | 92.1453 | $ | 6,460,031 | |||||||
10/7/2014 | 110,000 | $ | 92.7454 | $ | 10,201,994 | |||||||
10/2/2014 | 112,742 | $ | 92.3409 | $ | 10,410,698 | |||||||
10/1/2014 | 135,715 | $ | 93.3495 | $ | 12,668,927 | |||||||
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3,436,444 | $ | 97.95 | $ | 336,593,503 |
ITEM 7. | Purposes of the Transaction and Plans or Proposals. |
The subject company is not undertaking or engaging in any negotiations in response to the tender offer.
ITEM 8. | Additional Information. |
Not applicable.
ITEM 9. | Exhibits. |
Attached as Exhibit 1 is the recommendation of the subject company with respect to the tender offer contained in the subject companys press release dated December 1, 2014.
SIGNATURE
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.
Celgene Corporation | ||
By: | /s/ Peter N. Kellogg | |
Peter N. Kellogg, Chief Financial Officer | ||
Dated: December 1, 2014 |