SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

VITAE PHARMACEUTICALS, INC.

(Name of Subject Company)

AUGUSTA MERGER SUB, INC.

(Offeror)

A Wholly Owned Subsidiary of

ALLERGAN HOLDCO US, INC.

(Parent of Offeror)

An Indirect Wholly Owned Subsidiary of

ALLERGAN plc

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

92847N103

(CUSIP Number of Class of Securities)

A. Robert D. Bailey, Esq.

Allergan plc

Chief Legal Officer and Corporate Secretary

Clonshaugh Business and Technology Park

Coolock, Dublin, D17 E400, Ireland

(862) 261-7000

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

with copies to:

Andrew L. Bab, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6323

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$638,724,395	$64,320

* Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as (i) 28,844,410 shares of common stock, par value $0.0001 per share (the “Shares”), of Vitae Pharmaceuticals, Inc. (“Vitae”) outstanding multiplied by the offer price of $21.00 per share, and (ii) 2,662,606 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $21.00 per share, multiplied by $12.39, which is the (x) offer price of $21.00 per share minus the weighted average exercise price for such options of $8.61 per share. The calculation of the filing fee is based on information provided by Vitae as of September 22, 2016.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the Transaction Valuation by 0.0001007.

☒  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:	$64,320	Filing Party:	Augusta Merger Sub, Inc., Allergan Holdco US, Inc. and Allergan plc
Form or Registration No.:	Schedule TO	Date Filed:	September 26, 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:

☒  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 is a final amendment reporting the results of the tender offer:  ☒

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Augusta Merger Sub, Inc., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Allergan Holdco US, Inc., a Delaware corporation (“Parent”), and an indirect wholly owned subsidiary of Allergan plc, an Irish public limited company (“Allergan”), with the Securities and Exchange Commission on September 26, 2016 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Vitae Pharmaceuticals, Inc., a Delaware corporation (“Vitae”), at a price of $21.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated September 26, 2016 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer”.

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Items 1 through 9; Item 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

“The Offer and withdrawal rights expired as scheduled at the end of the day midnight, New York City time, on October 24, 2016 (one minute after 11:59 P.M., New York City time, on October 24, 2016). The Offer was not extended. The Depositary has advised that, as of the expiration of the Offer, 26,235,210 Shares, representing approximately 90.3 percent of the Shares issued and outstanding as of the expiration of the Offer, had been validly tendered and not validly withdrawn pursuant to the Offer. In addition, Notices of Guaranteed Delivery had been delivered for 836,595 Shares, representing approximately 2.9 percent of the Shares issued and outstanding as of the expiration of the Offer. The number of Shares tendered (excluding Shares delivered pursuant to Notices of Guaranteed Delivery) satisfies the Minimum Tender Condition. As the Minimum Tender Condition and each of the other conditions of the Offer have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

Following expiration of the Offer and acceptance for payment of the Shares, Parent intends to complete its acquisition of Vitae later today by consummating the Merger pursuant to the terms of the Merger Agreement and without a meeting of stockholders of Vitae in accordance with Section 251(h) of the DGCL. At the Effective Time, (x) Purchaser will be merged with and into Vitae, with Vitae continuing as the Surviving Corporation and a wholly owned subsidiary of Parent, and (y) each Share issued and outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Vitae or by Parent or Purchaser, which Shares will be cancelled and will cease to exist or (ii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted into the right to receive $21.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes. As a result of the Merger, Vitae will cease to be a publicly traded company and the Shares will no longer be listed on The NASDAQ Stock Market.

On October 25, 2016, Allergan issued a press release announcing the expiration and results of the Offer and the intention to consummate of the Merger. The press release is attached as Exhibit (a)(1)(L) hereto, and is incorporated herein by reference.”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(1)(L) Press Release issued by Allergan plc on October 25, 2016.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 25, 2016

ALLERGAN HOLDCO US, INC.
By:	/s/ Matthew Brady
Name:	Matthew Brady
Title:	Secretary
AUGUSTA MERGER SUB, INC.
By:	/s/ A. Robert D. Bailey
Name:	A. Robert D. Bailey
Title:	President
ALLERGAN PLC
By:	/s/ A. Robert D. Bailey
Name:	A. Robert D. Bailey
Title:	Chief Legal Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated September 26, 2016.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Joint Press Release issued by Allergan plc and Vitae Pharmaceuticals, Inc. on September 14, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Allergan plc with the Securities and Exchange Commission on September 14, 2016).
(a)(1)(G)	Memorandum to Employees of Allergan plc, distributed on September 14, 2016 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Allergan plc with the Securities and Exchange Commission on September 14, 2016).
(a)(1)(H)	Presentation slides made available September 14, 2016 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Allergan plc with the Securities and Exchange Commission on September 14, 2016).
(a)(1)(I)	Copy of Allergan Presentation for Investor/Analyst Conference Call, dated September 21, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Allergan plc with the SEC on September 21, 2016).
(a)(1)(J)	Summary Advertisement as published in The Wall Street Journal on September 26, 2016.*
(a)(1)(K)	Joint Press Release issued by Allergan plc and Vitae Pharmaceuticals, Inc. on October 17, 2016.*
(a)(1)(L)	Press Release issued by Allergan plc on October 25, 2016.
(d)(1)	Agreement and Plan of Merger, dated as of September 13, 2016, by and among Augusta Merger Sub, Inc., Allergan Holdco US, Inc. and Vitae Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Vitae Pharmaceuticals, Inc. with the Securities and Exchange Commission on September 14, 2016 (File No. 001-36617)).
(d)(2)	Confidentiality Agreement, dated August 17, 2016, by and between Vitae Pharmaceuticals, Inc. and Allergan, Inc.*
(g)	None.
(h)	None.

* Previously filed.

EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

CONTACTS:	ALLERGAN:
	Investors: Lisa DeFrancesco (862) 261-7152
	Media: Mark Marmur (862) 261-7558

Allergan Successfully Completes Vitae Tender Offer

– Acquisition Adds Differentiated Development Programs to Strengthen Allergan’s Medical Dermatology Pipeline –

– Vitae’s Contour Drug Discovery Platform and Team Bolsters Allergan’s Discovery Research Capabilities –

DUBLIN, IRELAND – October 25, 2016 – Allergan plc (NYSE: AGN), a leading global pharmaceutical company, today announced the successful completion of Allergan’s tender offer to purchase all outstanding shares of Vitae Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on innovative development programs for dermatologic conditions. As previously announced, Allergan offered to purchase all outstanding shares of Vitae for $21.00 per share, in cash, for a total transaction value of approximately $639 million.

“The completion of the Vitae acquisition will add highly differentiated development compounds and bolsters our innovative medical dermatology pipeline,” said David Nicholson, Chief R&D Officer, Allergan. “Through its deep expertise in discovering and developing first-in-class compounds in atopic dermatitis, psoriasis and autoimmune diseases, the Vitae team will add important capabilities to Allergan’s Open Science R&D approach.”

The acquisition strengthens Allergan’s dermatology product pipeline, with the addition of VTP-43742, a Phase 2 first-in-class, orally active RORyt (retinoic acid receptor-related orphan receptor gamma) inhibitor for the potential treatment of psoriasis and other autoimmune disorders. The acquisition also adds VTP-38543, a Phase 2a topical LXRß (Liver X Receptor beta) selective agonist for the potential treatment of atopic dermatitis. It is believed that VTP-38543 works by decreasing inflammation in damaged skin tissue and repairing the damaged outer layer of skin.

The acquisition also adds Vitae’s Contour^® structure-based drug design platform aimed at discovering product candidates for validated therapeutic targets where biopharmaceutical research and development has traditionally struggled to develop drugs due to challenges related to potency, selectivity and pharmacokinetics.

About the Vitae Tender Offer

The cash tender offer for all of the outstanding shares of Vitae common stock expired as scheduled at the end of the day midnight (EDT), on October 24, 2016 (one minute after 11:59 P.M. (EDT) on October 24, 2016). Excluding Vitae shares tendered by notice of guaranteed delivery, a total of 26,235,210 shares of Vitae common stock, representing approximately 90.3% of Vitae’s outstanding shares, were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, Allergan and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.

Allergan intends to complete the acquisition later today through the merger of its subsidiary with and into Vitae without a vote of Vitae’s other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”). When the merger is completed, Vitae will become an indirect, wholly owned subsidiary of Allergan. In connection with the merger, all remaining eligible Vitae shares not validly tendered into the tender offer will be cancelled and converted into the right to receive $21.00 per share in cash, the same consideration per share offered in the tender offer. Eligible Vitae shares exclude shares held as Vitae treasury stock, held by Allergan or its subsidiaries or held by any stockholder of Vitae who exercised appraisal rights under Section 262 of the DGCL. Following the acquisition, Vitae shares will cease to be traded on NASDAQ.

Additional information about Vitae, VTP-43742 and VTP-38543, as well as the unmet medical need in the treatment of psoriasis and atopic dermatitis, is available as a slide presentation on the Allergan web site at http://ir.allergan.com.

About Psoriasis

Psoriasis, which affects approximately 7.5 million people in the U.S., is a chronic autoimmune disorder affecting the skin. It causes cells to rapidly multiply and build up on the skin’s surface, resulting in red scaly patches that are often itchy and painful. Increased activity of a class of lymphocytes called Th17 cells, and the subsequent excess production of pro-inflammatory cytokines, including IL-17A and IL-17F, by those cells are critical parts of the pathophysiology of psoriasis. RORyt is a nuclear hormone receptor that is essential for the formation and function of Th17 cells.

About Atopic Dermatitis

Atopic dermatitis (AD) is a skin condition affecting approximately 17.5 million infants, adolescents and adults in the U.S. It is characterized by intense itching and is caused by both inflammation and a breakdown of the skin’s barrier function. Activation of LXR in skin keratinocytes, the most common cell type in the outer layer of skin, has been shown to increase the formation of corneocytes and the production of lamellar lipids. LXR activation also has been shown to have an anti-inflammatory effect in skin equivalent to a high potency corticosteroid.

About Allergan plc

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global pharmaceutical company and a leader in a new industry model – Growth Pharma. Allergan is focused on developing, manufacturing and commercializing branded pharmaceuticals, devices and biologic products for patients around the world.

Allergan markets a portfolio of leading brands and best-in-class products for the central nervous system, eye care, medical aesthetics and dermatology, gastroenterology, women’s health, urology and anti-infective therapeutic categories.

Allergan is an industry leader in Open Science, the Company’s R&D model, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. This approach has led to Allergan building one of the broadest development pipelines in the pharmaceutical industry with 70+ mid-to-late stage pipeline programs in development.

Our Company’s success is powered by our more than 15,000 global colleagues’ commitment to being Bold for Life. Together, we build bridges, power ideas, act fast and drive results for our customers and patients around the world by always doing what it is right.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live healthier lives every day.

For more information, visit Allergan’s website at www.Allergan.com.

Allergan Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this press release that refer to future events or other non-historical facts, including with respect to Allergan’s acquisition of Vitae, are forward-looking statements that reflect Allergan’s current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business. These factors include, among others, the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; successful integration of the Vitae acquisition and the ability to recognize the anticipated synergies and benefits of the Vitae acquisition; the anticipated size of the markets and anticipated demand for Vitae’s products; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan’s and Vitae’s products; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (such periodic public filings having been filed under the “Actavis plc” name). Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.