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SEC Filings

SC 14D9/A
ADVANCED ACCELERATOR APPLICATIONS S.A. filed this Form SC 14D9/A on 12/22/2017
Entire Document
 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 14D-9

(RULE 14d-101)

 

(Amendment No. 1)

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 


 

ADVANCED ACCELERATOR APPLICATIONS S.A.

(Name of Subject Company)

 


 

ADVANCED ACCELERATOR APPLICATIONS S.A.

(Name of Person(s) Filing Statement)

 


 

Ordinary shares, par value €0.10 per share (“Ordinary Shares”)

American Depositary Shares (“ADSs”), each representing two Ordinary Shares of Advanced Accelerator

Applications S.A., par value €0.10 per share
(Title of Class of Securities)

 

00790T100 (ADSs)
(CUSIP Number of Class of Securities)

 

Heinz Mäusli

Advanced Accelerator Applications S.A.

20 rue Diesel

01630 Saint Genis Pouilly, France

+33 (0)4 50 99 30 70

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

 

Copies to:

William H. Aaronson

John G. Crowley

Yasin Keshvargar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

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

 

 

 



 

This Amendment No. 1 to Schedule 14D-9 (this Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the United States Securities and Exchange Commission on December 7, 2017 (together with the Exhibits and Annexes thereto and as amended or supplemented hereby and from time to time, the Schedule 14D-9”) by Advanced Accelerator Applications S.A., a société anonyme organized under the laws of France (the “Company”).  The Schedule 14D-9 relates to the tender offer by Novartis Groupe France S.A., a société anonyme organized under the laws of France (“Purchaser”) and a direct and indirect wholly owned subsidiary of Novartis AG, a company organized under the laws of Switzerland, to purchase all of the outstanding ordinary shares, nominal value €0.10 per share (each, a “Company Share,” and collectively, the “Company Shares”), including Company Shares represented by American Depositary Shares (each of which represents two Company Shares) (each, an “ADS,” and collectively, the “ADSs”), of the Company, for U.S. $41.00 per Company Share and U.S. $82.00 per ADS, in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 7, 2017 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, and together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”).

 

Capitalized terms used, but not 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.

 

Item 3.  Past Contracts, Transactions, Negotiations and Agreements

 

Item 3(a) (“Past Contracts, Transactions, Negotiations and Agreements — Arrangements with Current Executive Officers and Directors of the Company”) of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph after the first paragraph under the heading “Company Shares and ADSs Held by Senior Management and Directors of the Company”:

 

“The following table sets forth the number of Company Shares not represented by ADSs and ADSs owned by each member of the Company Board and the Company’s senior management as of December 5, 2017 and the cash consideration that each member of the Company Board and the Company’s senior management would be entitled to receive in respect of such Company Shares not represented by ADSs and ADSs in connection with the Offer.

 

Name

 

Number of Company Shares Not
Represented by ADSs

 

Number of ADSs

 

Total Consideration for
Company Shares Not
Represented by ADSs and ADSs
(gross amount)(1)(2)

 

 

 

 

 

 

 

 

 

Senior Management

 

 

 

 

 

 

 

Stefano Buono

 

0

 

2,293,050

 

$

188,030,100

 

Gérard Ber

 

0

 

613,300

 

$

50,290,600

 

Heinz Mäusli

 

0

 

256,023

 

$

20,993,886

 

 

 

 

 

 

 

 

 

Non-Employee Directors

 

 

 

 

 

 

 

Claudio Costamagna

 

0

 

525,000

(3)

$

43,050,000

 

Christine Mikail Cvijic

 

0

 

1,000

 

$

82,000

 

Kapil Dhingra

 

37,500

 

0

 

$

1,537,500

 

Steve Gannon

 

0

 

22,750

 

$

1,865,500

 

Christian Merle

 

0

 

1,000

 

$

82,000

 

François Nader

 

0

 

1,000

 

$

82,000

 

Leopoldo Zambeletti

 

0

 

60,225

 

$

4,938,450

 

Total

 

37,500

 

3,773,348

 

$

310,952,036

 

 


(1) In addition, for consideration from Company share options and warrants, see “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Treatment of Stock Options and Warrants”.

(2) In addition, for entitlements under the Letter Agreements, Employment Agreements and Retention Plan, see “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Compensation Arrangements Entered Into in Connection with the Offer — Executive Officer Arrangements Effective Upon the Offer Acceptance Time”, “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Employment Agreements with Executive Officers” and “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Compensation Arrangements Entered Into in Connection with the Offer — Retention Plan Effective Upon the Offer Acceptance Time”.

 

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(3) Consists of (i) 325,000 ADSs directly held by Mr. Costamagna and (ii) 200,000 ADSs held by CC & Soci S.r.l.  Mr. Costamagna is the chairman of the board of, and owns 90% of, CC & Soci S.r.l.”

 

Item 3(a) (“Past Contracts, Transactions, Negotiations and Agreements — Arrangements with Current Executive Officers and Directors of the Company”) of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph after the third paragraph under the heading “Treatment of Stock Options and Warrants”:

 

“The following table sets forth information regarding the Company stock options and warrants held by each member of the Company Board and the Company’s senior management as of December 5, 2017, including the total cash consideration payable with respect to Company Shares issuable upon exercise of each individual’s stock options and/or warrants, assuming such individual were to tender all such Company Shares pursuant to the Offer (including in the Subsequent Offer Period), and the acceptance of such Company Shares for purchase by the Purchaser.

 

Name

 

Number of
Company Share
Options

 

Total Consideration
for Company Share
Options (net
amount)

 

Number of
Company Warrants

 

Total Consideration
for Company
Warrants (net
amount)

 

Total Consideration
for Company Share
Options and
Company Warrants
(net amount)(1)(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Management

 

 

 

 

 

 

 

 

 

 

 

Stefano Buono

 

440,000

 

$

11,942,784

 

0

 

$

0

 

$

11,942,784

 

Gérard Ber

 

365,000

 

$

9,897,320

 

0

 

$

0

 

$

9,897,320

 

Heinz Mäusli

 

330,000

 

$

8,957,088

 

0

 

$

0

 

$

8,957,088

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Employee Directors

 

 

 

 

 

 

 

 

 

 

 

Claudio Costamagna

 

0

 

$

0

 

0

 

$

0

 

$

0

 

Christine Mikail Cvijic

 

0

 

$

0

 

0

 

$

0

 

$

0

 

Kapil Dhingra

 

0

 

$

0

 

40,000

 

$

903,208

 

$

903,208

 

Steve Gannon

 

0

 

$

0

 

10,000

 

$

237,956

 

$

237,956

 

Christian Merle

 

0

 

$

0

 

52,500

 

$

1,176,345

 

$

1,176,345

 

François Nader

 

0

 

$

0

 

50,000

 

$

1,189,780

 

$

1,189,780

 

Leopoldo Zambeletti

 

0

 

$

0

 

0

 

$

0

 

$

0

 

Total

 

1,135,000

 

$

30,797,192

 

152,500

 

$

3,507,289

 

$

34,304,481

 

 


(1) In addition, for consideration from Company Shares and ADSs, see “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Company Shares and ADSs Held by Senior Management and Directors of the Company”.

(2) In addition, for entitlements under the Letter Agreements, Employment Agreements and Retention Plan, see “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Compensation Arrangements Entered Into in Connection with the Offer — Executive Officer Arrangements Effective Upon the Offer Acceptance Time”, “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Employment Agreements with Executive Officers” and “Item 3. Past Contracts, Transactions, Negotiations and Agreements — (a) Arrangements with Current Executive Officers and Directors of the Company — Compensation Arrangements Entered Into in Connection with the Offer — Retention Plan Effective Upon the Offer Acceptance Time”.”

 

Item 3(a) (“Past Contracts, Transactions, Negotiations and Agreements — Arrangements with Current Executive Officers and Directors of the Company”) of the Schedule 14D-9 is hereby amended and supplemented by adding the following sentence after the paragraph under the heading “Compensation Arrangements Entered Into in Connection with the Offer — Retention Plan Effective Upon the Offer Acceptance Time”:

 

“Heinz Mäusli has been designated as a key employee under the Retention Plan and will be eligible to receive a retention payment in an amount equal to six months of his base salary, which will be payable, subject to continued employment, six months after the Offer Acceptance Time.”

 

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Item 8.  Additional Information

 

Item 8(f) (“Additional Information — Forward-Looking Statements”) of the Schedule 14D-9 is hereby amended and supplemented by replacing the paragraph with the following:

 

This Statement contains forward-looking statements, including regarding the Management Projections and statements regarding the expected consummation of the Offer, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the Offer (such as the Minimum Condition and the Regulatory Approvals); the possibility that the transaction will not be completed and other risks and uncertainties discussed in the Company’s public filings, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2016, as amended, and the IFRS Consolidated Interim Financial Statements on Form 6-K for the nine months and three months ended September 30, 2017 and 2016, as well as the tender offer documents filed with the SEC by Purchaser and this Statement.  The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements.  If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements.  Forward-looking statements speak only as of their dates, and the Company undertakes no obligation to update any forward-looking statement except as required by law.”

 

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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.

 

 

ADVANCED ACCELERATOR APPLICATIONS S.A.

 

 

 

 

 

 

 

By:

/s/ Heinz Mäusli

 

 

Name:

Heinz Mäusli

 

 

Title:

Chief Financial Officer

 

 

Dated:       December 22, 2017

 

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