This Amendment No. 2 (this Amendment) to Schedule
14D-9
amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9
(as amended or supplemented from time to time, the Schedule
14D-9)
previously filed by Immune Design Corp., a Delaware corporation (Immune Design), with the Securities and Exchange Commission on March 5, 2019, relating to the offer by (i) Merck
Sharp & Dohme Corp., a New Jersey corporation (Parent), and (ii) Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), to purchase all of the issued and outstanding
shares of common stock of Immune Design, $0.001 par value per share, (the Shares) for $5.85 per Share, to be paid to the seller in cash, without interest and subject to any applicable withholding, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 5, 2019 (as it may be amended or supplemented from time to time), and the related Letter of Transmittal (as it may be amended or supplemented from time to time).
Except as otherwise set forth below, the information set forth in the Schedule
14D-9
remains unchanged and is
incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This Amendment is being
filed to reflect certain updates as reflected below.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
The two paragraphs on page 12 of the Schedule
14D-9
under the heading
Potential for Future
Arrangements
in Item 3 of the Schedule
14D-9
is hereby supplemented by the addition of the following underlined text to the existing disclosure:
To our knowledge, except for certain agreements described in this Schedule
14D-9
(or in the
documents incorporated by reference herein) between Immune Design and its executive officers and directors, no employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of Immune
Design, on the one hand, and Parent, Purchaser, any of their affiliates or Immune Design, on the other hand, existed as of the date of this Schedule
14D-9
nor as of the date of Amendment
No.
2 to this
Schedule 14D-9
, and neither the Offer nor the Merger is conditioned upon any executive officer or director of Immune Design entering into any such
agreement, arrangement or understanding.
Although such arrangements have not, to our knowledge, been discussed as of the date of this
Schedule
14D-9
nor as of the date of Amendment No.
2 to this Schedule
14D-9
, it is possible that members of our current
management team will enter into new employment or consulting arrangements with the Surviving Corporation. Such arrangements may include the right to purchase or participate in the equity of Parent or its affiliates. Any such arrangements with the
existing management team are currently expected to be entered into after the completion of the Offer and will not become effective until after the Merger is completed, if at all. There can be no assurance that the applicable parties will reach an
agreement on any terms, or at all.
Item 4. The Solicitation or Recommendation.
The last sentence of the last full paragraph on page 18 of the Schedule
14D-9
under the heading
Background of
Offer and Merger
in Item 4 of the Schedule
14D-9
is hereby supplemented by the addition of the following underlined text to the existing disclosure:
After discussion, including reviewing the
increased
competitive landscape in follicular lymphoma as informed by new data
made available at the recent 2018 American Society of Hematology Meeting, our board of directors directed management to revise the proposed long-range financial projections to reflect a lower probability of success for our G100 program,
adjusting the probability of achieving success for 4L follicular lymphoma from 50% to 35%. Accordingly, the proposed long-range financial projections as presented to our board of directors on December
12, 2018
were never approved for use by our board of directors for any purpose or shared with any other party.
The last sentence of the first full
paragraph on page 25 of the Schedule
14D-9
under the heading
Certain Financial Projections
in Item 4 of the Schedule
14D-9
is hereby supplemented by
the addition of the following underlined text to the existing disclosure:
For example, in preparing the Projections, our management
assumed and applied
, based on its knowledge of and experience in the biotechnology industry and consistent with its discussion with our board of directors,
a 35% probability of achieving technical and regulatory success of G100 in 4L
follicular lymphoma based on demonstrated efficacy and unmet need, tempered by emerging objective response rates
(presented at the 2018 American Society of Hematology Meeting)
by other products in clinical development by third parties,
and a 20% probability of achieving technical and regulatory success of G100 in 2L follicular lymphoma, 2L cutaneous
T-cell
lymphoma and 2L marginal zone lymphoma to reflect a lack of data.
2.