Form SC14D9C Cascadian Therapeutics, Filed by: Cascadian Therapeutics, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Cascadian Therapeutics, Inc.
(Name of Subject Company)
Cascadian Therapeutics, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
14740B606
(CUSIP Number of Class of Securities)
Scott Myers
President and Chief Executive Officer
Cascadian Therapeutics, Inc.
3101 Western Avenue, Suite 600
Seattle, WA 98121
(206) 801-2100
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Paul J. Jaskot
Reed Smith LLP
Three Logan Square
Philadelphia, PA 19103
215-851-8100
☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
On January 31, 2018, Cascadian Therapeutics, Inc., a Delaware corporation (the Company), issued a press release announcing the entry into an Agreement and Plan of Merger (the Merger Agreement), by and among the Company, Seattle Genetics, Inc., a Delaware corporation (Parent), and Valley Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser), pursuant to which Purchaser will commence a tender offer (the Offer) to purchase all of the issued and outstanding shares (the Shares) of common stock, par value $0.0001 per share, of the Company at a price of $10.00 per Share in cash, net to the seller, without interest and subject to any required withholding of taxes. If successful, the Offer will be followed by the merger of the Company with and into the Purchaser pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation (the Merger), and becoming a wholly-owned subsidiary of Parent.
This Schedule 14D-9 filing consists of the following documents related to the proposed Offer and Merger:
(i) | Company email to employees |
(ii) | Company employee presentation |
(iii) | Letter to HER2CLIMB clinical investigators |
(iv) | Letter to partners and vendors |
(v) | Letter to vendors and suppliers |
(vi) | Email to temporary workers and contractors |
The information set forth under Items 1.01, 8.01 and 9.01 of the Current Report on Form 8-K filed by the Company on January 31, 2018 (including Exhibit 2.1 and Exhibit 99.1 attached thereto) is incorporated herein by reference.
Additional Information and Where to Find It
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.
Exhibit Index
Exhibit Number |
Description | |
99.1 | Company email to employees | |
99.2 | Company employee presentation | |
99.3 | Letter to HER2CLIMB clinical investigators | |
99.4 | Letter to partners and vendors | |
99.5 | Letter to vendors and suppliers | |
99.6 | Email to temporary workers and contractors |
Exhibit 99.1
Cascadian Email to Employees
Team,
Today, we made an important announcement about the future of our company we announced that we have entered into an agreement with Seattle Genetics under which they will acquire Cascadian Therapeutics. You can view the press release here for further details.
This agreement puts us in a much stronger position to deliver on our mission. Together, we will have the people power and capital resources to bring tucatinib to patients with HER2+ metastatic breast cancer, and other potential indications, around the world.
Seattle Genetics shares our commitment to patients and healthcare providers, and we believe tucatinib will be a welcome addition to Seattle Genetics diversified portfolio of development-stage programs. We are confident that Seattle Genetics product development experience, successful operations and regulatory experience in oncology will be valuable assets for the combined company and will help tucatinib, our lead clinical-stage product candidate, and our preclinical product candidates, Chk1 and TIGIT, achieve their full potential and improve the lives of the patients who rely on us.
We will hold an All Company meeting this morning at 9:00 a.m. to provide further details regarding this transaction and what it means for you, our patients and other key stakeholders.
Between now and the closing date, which we expect to be in the first quarter of 2018, it will be critically important that our organization continues to perform with the same level of excellence and professionalism. I know I can count on you all to continue your best efforts.
This announcement will likely generate interest from the media and other third parties. If you receive any inquiries from the media or other questions from outside Cascadian, please forward them to Monique Greer at [email protected].
I am so proud of what we have accomplished together. Thank you for your hard work and dedication. You are an integral part of Cascadians success.
Sincerely,
Scott Myers
Important Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained in this communication are
reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.
Exhibit 99.2
All Company Meeting January 31, 2018 Proprietary and Confidential
Forward-Looking Statements
This presentation may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending
acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions).
Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends,
potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and
phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve
risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control.
Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics
stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with
employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and
uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly
reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks,
uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained
in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics
disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law. Proprietary and
Confidential 2
Important Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related
documents, will be filed with the United States Securities and
Exchange Commission (the SEC) and Cascadian Therapeutics will file a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian
Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION
STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle
Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at
the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834. Proprietary and Confidential 3
Why Merger Makes Sense Enhances SGENs
late-stage clinical pipeline with a potentially best-in-class, orally available and highly selective TKI for patients with HER2-positive metastatic breast cancer.
Tucatinib would complement SGENs existing pipeline of targeted cancer therapies, expand their global efforts in breast cancer and advance their goal of becoming a company with multiple commercial products. Enthusiastic about exploring the
potential of the pre-clinical programs, particularly as they look to expand their immuno-oncology portfolio. Adds people power and capital resources to bring tucatinib to patients with HER2+ metastatic breast
cancer and other potential indications around the world. Deep expertise and knowledge in small molecules, HER2 and breast cancer
Local company looking to grow a
Seattle-based location with a physical location and talented team
Great return for shareholders, including you Proprietary and Confidential
An Emerging Multi-Product Oncology Company Leader in ADC Technology Seattle Genetics is a global biotechnology company focused on developing and commercializing a new generation of targeted, empowered antibody-based therapies with the goal to change the foundation of treatment for patients with cancer Strong Oncology Pipeline One approved product, and a pipeline with opportunities across hematologic malignancies and solid tumors ADCETRIS® (brentuximab vedotin) In collaboration with Takeda Pharmaceutical Company, is commercially available in 70 countries Broad clinical development program in CD30-expressing lymphomas Advancing two late-stage programs in potentially registrational clinical trials Enfortumab vedotin for metastatic urothelial cancer Tisotumab vedotin for recurrent/metastatic cervical cancer Proprietary and Confidential Quick Facts Founded in 1998 Headquartered in Bothell, WA European offices in Zug, Switzerland Publicly traded (Nasdaq: SGEN) >1,000 employees 5
Terms of Agreement $10 per share or ~$614 million in cash ~140% premium to the share price, based on a 30 -day average The acquisition is subject to regulatory approval before it goes into effect (referred to as the closing) Completed merger could occur in Q1-2018 Proprietary and Confidential 6
What to Expect Business as usual we are still an independent company; management and Board of Directors remain in place We will be working with Seattle Genetics to establish a transition and integration plan Julie Eastland will be leading the CASC integration team Executive Committee will continue to meet weekly We plan to hold weekly All Company gatherings over the next 4 weeks Proprietary and Confidential 7
Thank you for your continued dedication to patients and each other Questions? Proprietary and Confidential
Exhibit 99.3
[Month xx], 2018
Dear [HER2CLIMB Investigator] and Team,
I want to personally inform you that on [DATE] we announced that Cascadian Therapeutics has agreed to be acquired by Seattle Genetics. Seattle Genetics is an emerging global multi-product biotechnology company that develops and commercializes innovative therapies for the treatment of cancer. Our lead product candidate, tucatinib, would complement their existing pipeline of targeted cancer therapies and provide a third late-stage opportunity in solid tumors and expand their global efforts in breast cancer.
We believe that this acquisition represents an excellent path toward fully realizing the potential of tucatinib for patients, growth opportunities for our employees and enhanced service to customers.
You are integral to Cascadian Therapeutics ability to deliver on our commitment to patients.
It will remain business as usual until the merger is completed, which is expected to be in the first quarter of 2018. We will continue to update you with additional information as we move forward with Seattle Genetics. In the meantime, if you have any questions, please contact me or your Cascadian Therapeutics representative [NAME at xxx-xxx-xxxx].
The attached press release provides more details about the agreement.
Thank you for your continued commitment to developing tucatinib for patients.
Sincerely,
Luke Walker, MD
Important Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian
Therapeutics believes that the forward-looking statements contained in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.
Exhibit 99.4
Letter to Cascadian Partners and Vendors
[Month xx], 2018
Dear [Valued Partner],
I want to personally inform you that on [DATE] we announced that Cascadian Therapeutics has agreed to be acquired by Seattle Genetics. Seattle Genetics is an emerging global multi-product biotechnology company that develops and commercializes innovative therapies for the treatment of cancer. Our lead product candidate, tucatinib, would complement their existing pipeline of targeted cancer therapies and provide a third late-stage opportunity in solid tumors and expand their global efforts in breast cancer.
We believe that this acquisition represents an excellent path toward fully realizing the potential of tucatinib for patients, growth opportunities for our employees and enhanced service to our customers.
You are a valued business partner and integral to Cascadian Therapeutics ability to deliver on our commitment to patients. In recent years, you have played a critical role in the development of tucatinib.
As we move closer to the proposed closing of the transaction, you will have an opportunity to talk with representatives of Seattle Genetics and Cascadian Therapeutics who will play a role in the business when the merger is completed.
It will remain business as usual until the merger is completed, which is expected to be in the first quarter of 2018. We will continue to update you with additional information as we move forward with Seattle Genetics. In the meantime, if you have any questions, please contact me [or your Cascadian Therapeutics representative, NAME at xxx-xxx-xxxx].
Thank you for your continued commitment to our organization.
Sincerely,
[NAME]
Important Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the
Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.
Exhibit 99.5
[Month xx], 2018
Dear [Valued Vendor or Supplier],
I hope this message finds you well.
You may have heard the news that Cascadian Therapeutics has agreed to be acquired by Seattle Genetics. Seattle Genetics is an emerging global multi-product biotechnology company that develops and commercializes innovative therapies for the treatment of cancer. The attached press release provides more details about the agreement.
We believe that the merger represents an excellent path toward fully realizing the potential of tucatinib for patients, growth opportunities for our employees and enhanced service to customers.
It will remain business as usual until the merger is completed, which is expected to be in the first quarter of 2018. We will continue to update you with additional information as we move forward with Seattle Genetics. In the meantime, if you have any questions, please let me know.
Thank you for your continued commitment to our organization.
Best regards,
[NAME]
Important Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.
Exhibit 99.6
Dear Cascadian Temp Workers and Contractors,
Today, it was announced that Cascadian Therapeutics has agreed to be acquired by Seattle Genetics.
Cascadian has made great progress in the last year and we believe, together, we can more fully realize the potential of tucatinib for patients with HER2+ metastatic breast cancer and potentially other cancer indications.
It will remain business as usual until the merger is completed, which is expected to be in the first quarter of 2018. We will continue to update you with additional information as we move forward with Seattle Genetics. In the meantime, if you have any questions, please let me know.
If you have any questions, please contact [NAME].
[NAME]
Important Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Cascadian Therapeutics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) and Cascadian Therapeutics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer with the SEC. The offer to purchase shares of Cascadian Therapeutics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Valley Acquisition Sub, Inc. and Seattle Genetics, Inc., and the solicitation/recommendation statement will be filed with the SEC by Cascadian Therapeutics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Innisfree M&A Incorporated toll-free at (888) 750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain, in addition to historical information, certain forward-looking statements, including, without limitation, statements regarding the pending acquisition of Cascadian Therapeutics, Inc. by Seattle Genetics, Inc. and its affiliates, including Valley Acquisition Sub, Inc. (the Offer, the merger and other related transactions are collectively referred to as the Transactions). Often, but not always, forward-looking statements can be identified by the use of words such as believes, anticipates, plans, expects, expected, will, intends, potential, project, possible, scheduled, estimates, intends, continue, ongoing, goal and similar expressions or variations of such words and phrases or statements that certain actions, events, conditions, circumstances or results may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve risks and uncertainties related to Cascadian Therapeutics business and the general economic environment, many of which are beyond Cascadian Therapeutics control. Such uncertainties and risks include, without limitation: uncertainties as to the timing of the Offer and merger; uncertainties as to how many of the Cascadian Therapeutics stockholders will tender their stock in the Offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effects of the Transactions (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the Transactions will divert managements attention from Cascadian Therapeutics ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed by the Company with the securities regulators in the United States on EDGAR and in Canada on SEDAR, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company. These risks, uncertainties and other factors could cause Cascadian Therapeutics actual results to differ materially from those projected in forward-looking statements. Although Cascadian Therapeutics believes that the forward-looking statements contained in this communication are reasonable as of the date hereof, it can give no assurance that its expectations are correct. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Cascadian Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law.