-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARXjvGfi4q7tjS0yYBtAKj79GBMi+3A5xFNXDq1ZxPydUtXi1SBY/Y8xeKUShYGD Hr3AYXLi4YBCCowVXnROZA== 0001036050-99-002199.txt : 19991101 0001036050-99-002199.hdr.sgml : 19991101 ACCESSION NUMBER: 0001036050-99-002199 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991029 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMBICHEM INC CENTRAL INDEX KEY: 0001002276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330617379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-55421 FILM NUMBER: 99736703 BUSINESS ADDRESS: STREET 1: 9050 CAMINO STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195300484 MAIL ADDRESS: STREET 1: 9050 CAMINO SANTA FE CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMBICHEM INC CENTRAL INDEX KEY: 0001002276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330617379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 9050 CAMINO STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195300484 MAIL ADDRESS: STREET 1: 9050 CAMINO SANTA FE CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 14D9/A 1 SCHEDULE 14D-9/A AMENDMENT NO. 2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-9 (AMENDMENT NO. 2) ---------------- SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- COMBICHEM, INC. (Name of Subject Company) ---------------- COMBICHEM, INC. (Name of Person(s) Filing Statement) ---------------- Common Stock, $.001 Par Value (Title of Class of Securities) 20009P 10 3 (CUSIP Number of Class of Securities) Dr. Vicente Anido, Jr. President and Chief Executive Officer CombiChem, Inc. 9050 Camino Santa Fe San Diego, California 92121 (858) 530-0484 (Name, Address, and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) ---------------- Copies To: Faye H. Russell, Esq. Carey J. Fox, Esq. Brobeck, Phleger & Harrison, LLP 550 West C Street, Suite 1300 San Diego, California 92101 (619) 234-1966 Justin P. Klein, Esq. Ballard Spahr Andrews & Ingersoll LLP 1735 Market Street Philadelphia, Pennsylvania 19103 (215) 864-8606 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") relates to the tender offer of DPC Newco, Inc., a Delaware corporation ("Offeror") and wholly owned subsidiary of DuPont Pharma, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of E.I. du Pont de Nemours and Company, a Delaware corporation ("Parent") disclosed in a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") dated October 12, 1999, as amended on October 22, 1999, to purchase all of the outstanding shares (the "Shares") of Common Stock, $.001 par value (the "Common Stock"), of CombiChem, Inc., a Delaware corporation (the "Company"), at a price of $6.75 per Share, net to the seller in cash without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 12, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which together shall constitute the "Offer"). The purpose of this Amendment No. 2 is to amend and supplement Items 5, 8 and 9 of the Schedule 14D-9 as described below. Defined terms used herein and not previously defined have the meanings given them in the Schedule 14D-9 previously filed. Item 5. Persons Retained, Employed or to be Compensated Item 5 is hereby amended and supplemented as set forth below. The text of Item 5 as previously filed on October 12, 1999 is incorporated herein by reference. Since January 1996, DLJ has acted as co-manager of a public offering for DuPont Photomasks, Inc. in March 1999 for which DLJ received customary compensation. DuPont Photomasks, Inc. is majority owned by Parent. In addition, as of September 30, 1999, Sprout Capital VII, L.P. and affiliated entities beneficially owned approximately 11.3% of the Company's outstanding Common Stock, or 1,501,729 outstanding shares and 25,000 shares issuable upon exercise of options exercisable within sixty (60) days of September 30, 1999. The average daily trading volume of the Shares on the Nasdaq National Market for the period from January 1, 1999 through October 22, 1999 was approximately 47,000 shares. DLJ Capital Corporation is the managing general partner of Sprout Capital VII, L.P. Philippe O. Chambon, M.D., Ph.D., a member of the Company's Board of Directors, is a general partner of Sprout Capital VII, L.P. and Divisional Vice President of DLJ Capital Corporation. Each of DLJ Capital Corporation and DLJ are wholly owned subsidiaries of Donaldson, Lufkin & Jenrette, Inc. Item 8. Additional Information to be Furnished Item 8 is hereby amended and supplemented as set forth below. The text of Item 8 as previously filed on October 12, 1999 is incorporated herein by reference. The Company announced on October 26, 1999, in a press release which is attached hereto as Exhibit 11, financial results for the quarter ended September 30, 1999. During the quarter, the Company reported revenues of $2,634,000, down from $3,892,000 for the same period in 1998. The Company reported a net loss for the quarter of $4,067,000, or $0.31 per share, compared to a net loss of $643,000, or $0.05 per share, in 1998. For the nine months ended September 30, 1999, the Company reported revenues of $8,771,000, down from $10,896,000 for the same period in 1998. For the nine months ended September 30, 1999, the Company reported a net loss of $10,742,000, or $0.82 per share, compared to a net loss of $2,375,000, or $0.30 per share, in 1998. Based on these financial results and other events disclosed through October 26, 1999, the Company expects to report comparable losses in the relevant periods through 1999. The Company also announced on October 26, 1999, in the same press release, that following its October 5, 1999 announcement that the Company had entered into the Merger Agreement with Parent and Offeror, the Company received notification from Elan Pharmaceuticals, successor to Athena Neurosciences, Inc., that Elan Pharmaceuticals intends to terminate its collaborative agreement with the Company effective December 31, 1999. Item 9. Material to be Filed as Exhibits Item 9 is hereby amended and restated as follows: 1
Exhibit Description ------- ----------- Exhibit 1 Offer to Purchase dated October 12, 1999 (incorporated by reference to Exhibit (a)(1) of the Schedule 14D-1 of E.I. du Pont de Nemours and Company, DuPont Pharma, Inc. and DPC Newco, Inc. filed with the Securities and Exchange Commission on October 12, 1999 (the "Schedule 14D-1")).** (1) Exhibit 2 Letter of Transmittal (incorporated by reference to Exhibit (a)(2) of the Schedule 14D-1).** (1) Exhibit 3 Joint Press Release issued by the Company and the Parent, dated October 5, 1999.(1) Exhibit 4 Opinion Letter of Donaldson Lufkin & Jenrette Securities Corporation dated October 4, 1999.* (1) Exhibit 5 Mutual Non-Disclosure Agreement dated March 10, 1999 between the Company and DuPont Pharmaceuticals Company. (1) Exhibit 6 Agreement and Plan of Merger, dated as of October 5, 1999 between the Company, the Parent and Offeror (incorporated by reference to Exhibit (c)(1) of the Schedule 14D-1). (1) Exhibit 7 Stock Option Agreement dated as of October 5, 1999 among the Parent, Offeror and the Company (incorporated by reference to Exhibit (c)(3) of the Schedule 14D-1). (1) Exhibit 8 Shareholders Agreement dated as of October 5, 1999 between the Parent, Offeror and certain stockholders of the Company (incorporated by reference to Exhibit (c)(2) of the Schedule 14D- 1). (1) Exhibit 9 Letter to Stockholders of the Company dated October 12, 1999.* (1) Exhibit 10 Complaint--Alfred Ivers on behalf of himself and all others similarly situated v. CombiChem, Inc., Phillipe O. Chambon, William Scott, Vicente Anido, Jr., Arthur Reidel, Peter L. Myers, Michael J. Pazzani, E.I. du Pont de Nemours and Company, DPC Newco, Inc., Donaldson Lufkin & Jenrette Securities Corporation and Does 1-25, inclusive, Case No. GIC 737125 (Superior Court, San Diego, CA, filed October 15, 1999). (1) Exhibit 11 Press Release issued by the Company, dated October 26, 1999.* (2) Exhibit 12 Letter to Stockholders of the Company dated October 29, 1999.* (2)
- -------- * Included in copies of Schedule 14D-9 mailed to stockholders of the Company. ** Included in the Offer to Purchase materials mailed to stockholders of the Company. (1) Previously filed. (2) Filed herewith. 2 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 29, 1999 COMBICHEM, INC. /s/ Dr. Vicente Anido, Jr. --------------------------- Dr. Vicente Anido, Jr. President & Chief Executive Officer 4 EXHIBIT INDEX
Exhibit Description ------- ----------- Exhibit 1 Offer to Purchase dated October 12, 1999 (incorporated by reference to Exhibit (a)(1) of the Schedule 14D-1 of E.I. du Pont de Nemours and Company, Dupont Pharma, Inc. and DPC Newco, Inc. filed with the Securities and Exchange Commission on October 12, 1999 (the "Schedule 14D-1")).** (1) Exhibit 2 Letter of Transmittal (incorporated by reference to Exhibit (a)(2) of the Schedule 14D-1).** (1) Exhibit 3 Joint Press Release issued by the Company and the Parent, dated October 5, 1999. (1) Exhibit 4 Opinion Letter of Donaldson Lufkin & Jenrette Securities Corporation dated October 4, 1999.* (1) Exhibit 5 Mutual Non-Disclosure Agreement dated March 10, 1999 between the Company and DuPont Pharmaceuticals Company. (1) Exhibit 6 Agreement and Plan of Merger, dated as of October 5, 1999 between the Company, the Parent and Offeror (incorporated by reference to Exhibit (c)(1) of the Schedule 14D-1). (1) Exhibit 7 Stock Option Agreement dated as of October 5, 1999 among the Parent, Offeror and the Company (incorporated by reference to Exhibit (c)(3) of the Schedule 14D-1). (1) Exhibit 8 Shareholders Agreement dated as of October 5, 1999 between the Parent, Offeror and certain stockholders of the Company (incorporated by reference to Exhibit (c)(2) of the Schedule 14D- 1). (1) Exhibit 9 Letter to Stockholders of the Company dated October 12, 1999.* (1) Exhibit 10 Complaint--Alfred Ivers on behalf of himself and all others similarly situated v. CombiChem, Inc., Phillipe O. Chambon, William Scott, Vicente Anido, Jr., Arthur Reidel, Peter L. Myers, Michael J. Pazzani, E.I. du Pont de Nemours and Company, DPC Newco, Inc., Donaldson Lufkin & Jenrette Securities Corporation and Does 1-25, inclusive, Case No. GIC 737125 (Superior Court, San Diego, CA, filed October 15, 1999). (1) Exhibit 11 Press Release issued by the Company, dated October 26, 1999.* (2) Exhibit 12 Letter to Stockholders of the Company dated October 29, 1999.*(2)
- -------- * Included in copies of Schedule 14D-9 mailed to stockholders of the Company. ** Included in the Offer to Purchase materials mailed to stockholders of the Company. (1) Previously filed (2) Filed herewith EX-11 2 PRESS RELEASE DATED OCT. 26, 1999. [COMBICHEM LOGO APPEARS HERE] News Release CombiChem Reports Third Quarter 1999 Financial Results Termination of Elan Pharmaceuticals Collaboration Also Announced SAN DIEGO, CA, OCTOBER 26, 1999--CombiChem, Inc. (Nasdaq NMS: CCHM) today reported financial results for the quarter ended September 30, 1999. During the quarter, the Company reported revenues of $2,634,000, down from $3,892,000 for the same period in 1998. The Company reported a net loss for the quarter of $4,067,000, or $0.31 per share, compared to a net loss of $643,000, or $0.05 per share, in 1998. For the nine months ended September 30, 1999, the Company reported revenues of $8,771,000, down from $10,896,000 for the same period in 1998. For the nine months ended September 30, 1999, the Company reported a net loss of $10,742,000, or $0.82 per share, compared to a net loss of $2,375,000, or $0.30 per share, in 1998. Based on these financial results and other events disclosed through today, the Company expects to report comparable losses in the relevant periods through 1999. The Company also announced that following its October 5, 1999 announcement that the Company had entered into an agreement to be acquired by E.I. du Pont de Nemours (DuPont), the Company received notification from Elan Pharmaceuticals, successor to Athena Neurosciences, Inc., that Elan Pharmaceuticals intends to terminate its collaborative agreement with the Company effective December 31, 1999. CombiChem, Inc., based in San Diego, California, is a computational discovery company that is applying its proprietary design technology and rapid synthesis capabilities to accelerate the discovery process for new drugs and chemical products. The Company believes its approach offers the pharmaceutical and chemical industries the opportunity to conduct their discovery efforts in a more productive and cost effective manner. Using its proprietary Discovery Engine(TM) process, CombiChem focuses on the generation, evolution, and optimization of new lead candidates for its collaborative partners, who will then develop, manufacture, market, and sell the resulting products. CombiChem has established collaborative agreements with Athena Neurosciences, Inc., a wholly owned subsidiary of Elan Corporation, plc., ICOS Corporation, ImClone Systems Incorporated, Novartis Crop Protection AG, Ono Pharmaceutical, Co. Ltd., Roche Bioscience, Sumitomo Pharmaceuticals Co. Ltd. and Teijin Limited. Additionally, CombiChem has established two 50%-owned joint ventures. ChiroChem Discovery Services LLC was created with Chirotech Technology Limited, a member of the Chiroscience Group of companies, to develop and market computationally designed libraries of single-isomer, chiral compounds to the pharmaceutical industry. Aperion LLC was created with Catalytica Advanced Technologies, Inc. to provide catalytic-based combinatorial discovery services to the materials and process. Except for the historical and financial information contained herein, the matters discussed in this news release may contain forward-looking statements which involve risks and uncertainties, including inability to enter into new collaborations, consummation of the on-going tender offer and proposed merger with DuPont, significant fluctuations in quarterly financial performance depending on factors such as timing of revenues recognized and achievement of milestone, timing of expenses incurred in establishing new applications or programs, a dependence on the efforts of third parties, a new and uncertain technology employed by CombiChem and its uncertain application to new business ventures, dependence on intellectual property rights, the competitive nature of the Company's industry and risks of obsolescence of certain technology. Actual results may differ materially from those projected. Forward-looking statements represent the judgment of the Company as of the date of this release. CombiChem disclaims, however, any intent or obligation to update any forward-looking statements. CombiChem's press releases are on the web at www.combichem.com. - ------------------------------------------------------------------------------- CONTACT INFORMATION Company Investor Relations CombiChem, Inc. Burns McClellan, Inc. 619-530-0484 TEL 212-213-0006 TEL 619-530-9998 FAX 212-213-4447 FAX Vince Anido, President and CEO Lisa Burns, President and CEO - ------------------------------------------------------------------------------- 9050 CAMINO SANTA FE SAN DIEGO, CA 92121 TEL 619/530.0484 FAX 619/530.9998 http://www.combichem.com CombiChem News Release page 2 COMBICHEM, INC. STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data)
Three Months Ended Nine Months Ended September 30, September 30, -------------------- ------------------- 1999 1998 1999 1998 --------- --------- --------- -------- Revenue: Project initiation fees and milestone payments............... $ 0 $ 1,850 $ 375 $ 4,900 Research and development funding.. 2,044 2,042 6,541 5,996 Joint venture service revenue..... 590 0 1,855 0 --------- --------- --------- -------- Total revenue................... 2,634 3,892 8,771 10,896 Expenses: Research and development Collaborative................... 2,751 2,424 7,983 6,674 Proprietary..................... 1,670 1,449 4,906 4,164 --------- --------- --------- -------- 4,421 3,873 12,889 10,838 General and administrative........ 1,559 1,011 4,228 3,020 Joint venture service expense..... 590 0 1,855 0 --------- --------- --------- -------- Total operating expenses........ 6,570 4,884 18,972 13,858 Loss from operations................ (3,936) (992) (10,201) (2,962) Interest income..................... 263 479 928 1,004 Interest expense.................... (126) (130) (401) (387) Foreign tax expense................. 0 0 0 (30) Equity in net loss of 50% owned joint ventures..................... (268) 0 (1,068) 0 --------- --------- --------- -------- Net loss............................ $ (4,067) $ (643) $ (10,742) $ (2,375) ========= ========= ========= ======== Net loss per share.................. $ (0.31) $ (0.05) $ (0.82) $ (0.30) ========= ========= ========= ======== Shares used in calculating net loss per share.......................... 13,202 12,758 13,154 7,870 ========= ========= ========= ========
SELECTED BALANCE SHEET INFORMATION (In Thousands)
September 30, 1999 December 31, (Unaudited) 1998 ------------- ------------ Cash, cash equivalents and short-term investments................................... $19,035 $29,359 Amounts due from collaborators................. 0 2,825 Working capital................................ 14,097 26,146 Total assets................................... 30,234 41,980 Stockholders' equity........................... 20,206 30,177
EX-12 3 LETTER TO STOCKHOLDERS DATED OCT. 29 1999. [COMBICHEM LOGO APPEARS HERE] October 29, 1999 Dear Stockholders: Enclosed for your information are additional disclosures and recent information pertaining to the cash tender offer for all outstanding shares of CombiChem's common stock pursuant to the Agreement and Plan of Merger with E.I. du Pont de Nemours and Company and DPC Newco, Inc. Very truly yours, /s/ Dr. Vicente Anido, Jr. Dr. Vicente Anido, Jr. President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----