Portola Pharmaceuticals : Amendment to a previously filed SC 14D9

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

(Amendment No. 4)

Portola Pharmaceuticals, Inc.

(Name of Subject Company)

Portola Pharmaceuticals, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

737010108

(CUSIP Number of Class of Securities)

John B. Moriarty, Jr.

Executive Vice President, General Counsel and Secretary

Portola Pharmaceuticals, Inc.

270 E. Grand Avenue

South San Francisco, California 94080

(650) 246-7000

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

With copies to:

Jamie Leigh, Esq. Kenneth Guernsey, Esq.

Ian Nussbaum, Esq.

Cooley LLP

101 California Street, 5th Floor

San Francisco, CA 94111

(415) 693-2000

☐

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

This Amendment No. 4 supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the "Schedule 14D-9") previously filed by Portola Pharmaceuticals, Inc., a Delaware corporation ("Portola"), with the Securities and Exchange Commission on May 27, 2020, relating to the tender offer (the "Offer") by Odyssey Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Alexion Pharmaceuticals, Inc., a Delaware corporation ("Alexion"), to purchase all of the issued and outstanding shares of Portola's common stock, par value $0.001 per share (each such share, a "Share"), at an offer price per Share of $18.00, net to the holder of such Share, in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 27, 2020, as it may be amended or supplemented from time to time, and in the related Letter of Transmittal, as it may be amended or supplemented from time to time. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 4. This Amendment No. 4 is being filed to reflect certain updates as set forth below.

Item 9. Exhibits

Item 9 "Exhibits" of the Schedule 14D-9 is hereby supplemented as follows:

1. By inserting the following Exhibit below Exhibit No. (a)(5)(N).

"Exhibit No. (a)(5)(O) General Questions and Answers, first used on June 19, 2020"

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.

PORTOLA PHARMACEUTICALS, INC.

Dated: June 19, 2020

By:

/s/ John B. Moriarty, Jr. Name: John B. Moriarty, Jr.

Title: Executive Vice President, General Counsel and Secretary

Exhibit 99.(a)(5)(O)

General Questions and Answers

A. General

• 1. Who is Alexion?

  Alexion is a global biopharmaceutical company focused on serving patients and families affected by rare diseases through the discovery, development and commercialization of life-changing therapies.

  Alexion's relevant core capabilities include:

  • ü A growing critical care portfolio with deep experience in hematology and neurology;

  • ü A global commercial footprint;

  • ü A proven track record of successfully navigating regulatory, access and reimbursement, manufacturing and other complexities unique to innovative therapies; and

  • ü The resources and scale required to serve patients worldwide.

• 2. How would you describe the culture at Alexion? What are their goals and values?

  Alexion strives to understand and fulfill unmet needs in the realm of devastating rare diseases, ultimately to help patients, families, and people of impacted communities to live their best lives. Their culture is rooted in integrity, inclusiveness, and dedication to supporting communities in which they live and work. Their four cultural values, which are to serve patients, empower people, act with integrity, and innovate for solutions, drive their everyday goal of building a better tomorrow for all.

• 3. How can I learn more about Alexion and how they run their business?

  You can learn more atwww.alexion.com, and by referring to the slides that were distributed following the town hall with Alexion Management on

• May 7.

• 4. When will the acquisition finalize?

  The deal is expected to close in the 3rd quarter.

• 5. What are our rules of engagement with Alexion now?

  Integration planning must go through formal integration planning teams and Portola will continue to operate as an independent company until close, including exercising its own judgment on key decisions and continuing to conduct business in the ordinary course. At this time, integration planning with Alexion is just beginning. We look forward to updating you over the coming weeks on plans for integration as an integration team - with representation from both organizations - works together to prepare for the future. Please be in touch with Legal if you have any questions.

• 6. Will we get to meet Alexion staff members?

  As we move through the process, there will be planned cross-functional coordination with Alexion as part of the integration planning process, and the integration team will communicate with you if there are any considerations that may impact your work streams.

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• 7. How many current Portola employees do we expect Alexion to retain and what criteria will be used to determine who is retained?

  At this time, integration planning with Alexion is just beginning, so we do not know the answer to this question yet. However, as mentioned in the town hall, Alexion has expressed that its intent is to maintain a presence in South San Francisco and to leverage our expertise to continue our important work.

• 8. How will the responsibilities and expectations of my role change?

  Until the closing of the acquisition, it is business as usual and during this time we do not currently anticipate significant changes to roles and responsibilities. It is not currently contemplated that there will be changes in reporting relationships or departments prior to closing. However, you may be asked to assist with integration activities. We request your flexibility to assist with such requests.

• 9. Are we able to continue or resume recruiting efforts?

  At this time, any requests to hire for any positions must be pre-approved by Ernie Meyer, Mardi Dier, and Scott Garland.

• B. Communications

• 1. How are customers, partners, and vendors being notified of the deal?

  A set of template communications to inform these audiences about our pending merger with Alexion has been developed and approved by Legal. These have been distributed to VPs so that teams can communicate with customers, partners and vendors in a streamlined and coordinated way. You should not communicate with these audiences regarding the acquisition other than in accordance with the channels and means approved by Legal.

• 2. How should I respond to social media questions?

  Do not engage or respond on social media if there are questions or feedback from community members, customers, partners or vendors. You can flag comments or questions to Legal and the IR team.

• C. Compensation & Benefits - Non-Equity

1. Will my benefits change?

From the closing until December 31, 2020, Alexion will provide continuing employees with health & welfare benefits (other than severance benefits which are addressed below) that are substantially comparable in the aggregate to, at Alexion's election, either (1) the health & welfare benefits provided immediately prior to closing or (2) the health & welfare benefits provided to similarly situated employees of Alexion. Further communications will be forthcoming regarding your post-closing benefits.

If your employment is terminated without Cause or you resign for Good Reason within twelve months following the closing of the acquisition, you may qualify for a severance package, a component of which would be the applicable premiums for health, dental or vision plan coverage during your severance period. More information, including the definitions of Cause and Good Reason, will be provided in a future communication. If you are eligible for and elect to extend benefits through COBRA, this will extend the coverage of medical, dental and/or vision benefits.

If your employment is terminated for Cause or you resign without Good Reason, then your group coverage under medical, dental, and vision plans will remain in effect through the last day of the month of your separation date. Generally, you will have the option to continue your coverage under COBRA, at your own expense. Once you make your COBRA election, coverage will be effective on the first day of the month following termination of benefits and there will be no lapse in coverage.

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