Written Communication Relating to an Issuer or Third Party (sc To-c)
June 28 2017 - 5:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
THE
SPECTRANETICS CORPORATION
(Name of Subject Company (Issuer))
HEALTHTECH MERGER SUB, INC.
a wholly owned subsidiary of
PHILIPS HOLDING USA INC.
a wholly owned subsidiary of
KONINKLIJKE PHILIPS N.V.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
84760C107
(CUSIP Number of
Class of Securities)
Joseph E. Innamorati
HealthTech Merger Sub, Inc.
3000
Minuteman Road
Andover, MA 01810
(978)
687-1501
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
Matthew G. Hurd
Rita-Anne ONeill
Sullivan & Cromwell LLP
125 Broad Street
New
York, NY 10004
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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N/A
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N/A
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*
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Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing
as it relates solely to preliminary communications made before the commencement of a tender offer.
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☐ 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.
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Amount Previously Paid:
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Not
applicable
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Filing Party:
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Not
applicable
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Form of Registration No.
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Not
applicable
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Date Filed:
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Not
applicable
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☒
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
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third-party tender offer subject to Rule
14d-1.
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☐
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issuer tender offer subject to Rule
13e-4.
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☐
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding
shares of Common Stock, par value $0.001 per share, of The Spectranetics Corporation (Spectranetics) by HealthTech Merger Sub, Inc. (Purchaser), a wholly owned subsidiary of Philips USA Holding Inc. (Parent), a
wholly owned subsidiary of Koninklijke Philips N.V.
Additional Information
This communication relates to a tender offer (the Offer) that 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 Spectranetics 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) by Philips and a Solicitation/Recommendation Statement on Schedule
14D-9
will be filed with the SEC by Spectranetics. The offer to purchase shares of Spectranetics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related
documents filed as a part of the 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 Purchaser, and the solicitation/recommendation statement will be filed with the SEC by Spectranetics. 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 the Information Agent for the Offer, which will be named
in the tender offer statement.
2
Item 12. Exhibits
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Exhibit 99.1
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Joint Press Release issued by Philips and Spectranetics, dated June 28, 2017.
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Exhibit 99.2
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Investor presentation, dated June 28, 2017.
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Exhibit 99.3
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Email to employees of Philips Image Guided Therapy Division, dated June 28, 2017.
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Exhibit 99.4
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Email to Philips employees, dated June 28, 2017.
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Exhibit 99.5
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Email to employees of Philips Image Guided Therapy Division, dated June 28, 2017.
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Exhibit 99.6
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Email to employees of Philips Image Guided Therapy Devices Division, dated June 28, 2017.
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Exhibit 99.7
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Email to employees of Philips Peripheral Vascular Division, dated June 28, 2017.
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Exhibit 99.8
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Email to employees of Philips Coronary Division, dated June 28, 2017.
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Exhibit 99.9
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Email to employees of Philips North American Commercial Division, dated June 28, 2017.
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Exhibit 99.10
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Email to Spectranetics employees, dated June 28, 2017.
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Exhibit 99.11
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Presentation to Philips employees, dated June 28, 2017.
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Exhibit 99.12
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Press Release issued by Philips, dated June 28, 2017.
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