SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

XenoPort, Inc.

(Name of Subject Company (Issuer))

AP Acquisition Sub, Inc.

(Offeror)

a wholly owned subsidiary of

Arbor Pharmaceuticals, LLC

a wholly owned subsidiary of

Arbor Pharmaceuticals, Inc.

(Names of Filing Persons)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

98411C100

(CUSIP Number of Class of Securities)

Leslie Zacks

Arbor Pharmaceuticals, Inc.

Six Concourse Parkway, Suite 1800

Atlanta, Georgia 30328

678-334-2420

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

J. Mark Ray

Sarah Ernst

Alston & Bird LLP

One Atlantic Center

1201 W. Peachtree St.

Atlanta, GA 30309

Telephone: (404) 881-7000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$483,446,702.70	$48,683.08

(1) Estimated for purposes of calculating the filing fee only. Calculated by multiplying the offer price of $7.03 per share by 68,769,090 shares, which is the sum of (i) 63,859,099 issued and outstanding shares of common stock of XenoPort, Inc. (the “Company”); (ii) 2,886,020 shares of common stock of the Company underlying outstanding in-the-money options to purchase shares of common stock of the Company; and (iii) 2,023,971 shares of common stock of the Company underlying outstanding restricted stock units. This calculation does not include any shares of common stock of the Company issuable upon conversion of the Company’s outstanding convertible notes, as the conversion price for the convertible notes is greater than $7.03 per share. The convertible notes are therefore not expected to be converted. The foregoing share numbers have been provided by the Company to the Offeror and are as of June 3, 2016, the most recent practicable date.

(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying the transaction value by ..0001007.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $48,683.08	Filing Party:	AP Acquisition Sub, Inc., Arbor Pharmaceuticals, LLC, and Arbor Pharmaceuticals, Inc.
Form or Registration No.: Schedule TO	Date Filed:	June 6, 2016

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing fee is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 5 (this “Amendment”) amends and supplements Items 1 through 9 and Item 11 in the Tender Offer Statement on Schedule TO, filed on June 6, 2016 with the Securities and Exchange Commission (the “SEC”) by AP Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), Arbor Pharmaceuticals, LLC, a Delaware limited liability company (“Parent”), and Arbor Pharmaceuticals, Inc., a Delaware corporation (the “Schedule TO”).

The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of XenoPort, Inc., a Delaware corporation (“XenoPort” or the “Company”), at a purchase price of $7.03 per Share (the “Offer Price”), net to the holder thereof in cash, subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 6, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively (which, together with any amendments and supplements thereto, collectively constitute the “Offer”).

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 as reflected below and to amend and supplement Item 12 with an additional exhibit.

Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Items 1 through 9 and Item 11.    Additional Information.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired as scheduled at 11:59 PM, New York City time, on July 1, 2016 and were not extended. Purchaser was advised by the Depositary that, as of the Expiration Time, a total of 40,205,673 Shares were validly tendered into and not withdrawn from the Offer (not including Shares tendered pursuant to guaranteed delivery procedures that were not actually delivered prior to the Expiration Time), representing approximately 62.95% of the currently issued and outstanding Shares. Accordingly, the number of Shares tendered into the Offer has satisfied the Minimum Condition. In addition, Notices of Guaranteed Delivery have been delivered with respect to 956,432 Shares.

All conditions to the Offer having been satisfied, Purchaser accepted for payment, and expects to promptly pay for, all Shares validly tendered into and not validly withdrawn from the Offer.

Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Purchaser intends to complete the acquisition of the Company in accordance with Section 251(h) of the DGCL. At the Effective Time, each of the then issued and outstanding Shares (other than (i) Shares held by XenoPort (or held in XenoPort’s treasury), Parent or Purchaser (or any other wholly owned subsidiary of Parent) and (ii) Shares owned by XenoPort stockholders who have properly preserved their appraisal rights under Section 262 of the DGCL), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any applicable tax withholding.”

The joint press release announcing the expiration of the Offer and the acceptance of Shares for payment is attached hereto as Exhibit (a)(5)(D).

Item 12

Item 12 is hereby amended and supplemented to include the following:

(a)(5)(D) Joint press release issued by XenoPort and Parent, dated July 5, 2016.

2

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.

AP ACQUISTION SUB, INC.

/s/ Edward J. Schutter

Name: Edward J. Schutter

Title: President

ARBOR PHARMACEUTICALS, LLC

/s/ Edward J. Schutter

Name: Edward J. Schutter

Title: President and CEO

ARBOR PHARMACEUTICALS, INC.

/s/ Edward J. Schutter

Name: Edward J. Schutter

Title: President and CEO

Date: July 5, 2016

3

EX-99.(A)(5)(D)

Exhibit (a)(5)(d)

For Immediate Release

Arbor Pharmaceuticals Completes Successful Tender Offer for Shares of XenoPort

Atlanta, GA, and Santa Clara, CA — July 5, 2016 — Arbor Pharmaceuticals, LLC (“Arbor”) and XenoPort, Inc. (“XenoPort”) (NASDAQ: XNPT) today announced the successful completion of Arbor’s tender offer to purchase all issued and outstanding shares of XenoPort’s common stock for $7.03 per share in cash. The tender offer expired as scheduled at 11:59 p.m., New York City time, on July 1, 2016.

As of the expiration of the tender offer, approximately 40,205,673 shares of XenoPort common stock (excluding 956,432 shares tendered by guaranteed delivery) were validly tendered and not withdrawn in the tender offer, representing 62.95% of XenoPort’s outstanding shares, according to Computershare, the depositary for the tender offer. The condition to the tender offer that at least a majority of XenoPort’s outstanding shares (when added to those held by Arbor Pharmaceuticals, Inc. (“Parent”) and its affiliates) be validly tendered and not withdrawn has been satisfied. As a result, AP Acquisition Sub, Inc., a wholly owned subsidiary of Arbor, has accepted for payment and will promptly pay for all validly tendered shares (and any additional shares tendered pursuant to guaranteed delivery procedures unless actual delivery does not occur).

Arbor expects to complete the acquisition of the remaining eligible XenoPort shares not acquired in the tender offer today through a merger in accordance with Section 251(h) of the General Corporation Law of the State of Delaware.

As a result of the merger, all remaining eligible XenoPort shares not acquired in the tender offer will be converted into the right to receive $7.03 per share in cash, without interest and less any applicable tax withholding, the same price that was paid in the tender offer. Eligible shares exclude shares (i) owned by XenoPort or held in XenoPort’s treasury, (ii) owned by Arbor, Parent or any other wholly owned subsidiary of Parent or (iii) owned by XenoPort stockholders who properly exercised appraisal rights under Delaware law.

Following completion of the merger, XenoPort shares will cease to be traded on NASDAQ.

About Arbor Pharmaceuticals

Arbor Pharmaceuticals, LLC, headquartered in Atlanta, Georgia, is a specialty pharmaceutical company currently focused on the cardiovascular, hospital and pediatric markets. The company has over 600 employees including approximately 500 sales professionals promoting its products to physicians, hospitals and pharmacists. Arbor currently markets over twenty NDA or ANDA approved products with over 35 more in development.

For more information regarding Arbor Pharmaceuticals or any of its products, visit www.arborpharma.com or send email inquiries to info@arborpharma.com.

About XenoPort

XenoPort, Inc. is a biopharmaceutical company focused on commercializing HORIZANT^® (gabapentin enacarbil) in the United States. XenoPort has entered into a clinical trial agreement with the National Institute on Alcohol Abuse and Alcoholism (NIAAA) under which the NIAAA has initiated a clinical trial evaluating HORIZANT as a potential treatment for patients with alcohol use disorder. REGNITE^® (gabapentin enacarbil) Extended-Release Tablets is being marketed in Japan by Astellas Pharma Inc. XenoPort has granted exclusive world-wide rights for the development and commercialization of its clinical-stage oral product candidate, arbaclofen placarbil, to Indivior PLC for all indications. XenoPort has granted exclusive U.S. rights for the development and commercialization of its clinical-stage oral product candidate, XP23829, to Dr. Reddy’s Laboratories. XenoPort’s other clinical-stage product candidate, XP21279, is a prodrug of levodopa that is a potential treatment for patients with idiopathic Parkinson’s disease.

To learn more about XenoPort, please visit the website at www.XenoPort.com.

XenoPort Forward-Looking Statements

This press release contains “forward-looking” statements, including, without limitation, statements about the proposed acquisition of XenoPort by Arbor, and other matters that are not historical facts. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believe,” “could,” “intend,” “may,” “plans,” “potential,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon XenoPort’s current expectations. Forward-looking statements involve risks and uncertainties. XenoPort’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: the parties’ ability to satisfy the conditions to the consummation of the merger set forth in the merger agreement between the parties and the possibility of any termination of the merger agreement between the parties. These and other risk factors are discussed under the heading “Risk Factors” in XenoPort’s SEC filings and reports, including in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 5, 2016. XenoPort expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained

herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

HORIZANT, REGNITE and XENOPORT are registered trademarks of XenoPort, Inc.

Arbor Media Contact

Brian Adams

Phone: 404-496-5915

Email: brian.adams@arborpharma.com

XenoPort IR and Media Contact

Jackie Cossmon

Phone: 408-616-7220

Email: ir@XenoPort.com

XNPT2G