VOLC (MM)

 

 

 

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. 7)

 

 

VOLCANO CORPORATION

(Name of Subject Company (Issuer))

CLEARWATER 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 (Title of Class of Securities)

928645100

(Cusip Number of Class of Securities)

Joseph E. Innamorati

Clearwater 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 Filing Persons)

 

 

Copies to:

Matthew G. Hurd Rita-Anne O’Neill

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6600

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$1,266,918,102		$147,215.88

 

*

Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by Volcano Corporation (the “Company”) in connection with the exercise of any outstanding equity awards. The transaction value was determined by multiplying (a) $18.00, the tender offer price, by (b) the sum of (i) 51,610,342, the number of issued and outstanding shares of Company common stock, (ii) 2,798,233, the number of shares of Company common stock subject to issuance pursuant to options to purchase shares of Company common stock, (iii) 87,525, the number of shares of Company common stock estimated to be subject to outstanding purchase rights under the Volcano employee stock purchase plan (assuming that the closing price per share of Company common stock as reported on the purchase date for the current offering period was equal to the tender offer price), (iv) 1,033,139, the number of shares of Company common stock subject to or otherwise deliverable in connection with restricted stock units of the Company, and (v) 14,855,100, the number of shares of Company common stock subject to issuance pursuant to outstanding warrants. The foregoing share figures have been provided by the issuer to the offerors and are as of December 15, 2014.

 

**	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 2015, issued August 29, 2014, by multiplying the transaction value by 0.0001162.

 

x	Check 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:		$147,215.88		Filing Party:		Clearwater Merger Sub, Inc.
Form or Registration No.:		Schedule TO		Date Filed:		December 30, 2014

 

¨	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:

 

x	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. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

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This Amendment No. 7 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities Exchange Commission on December 30, 2014 (together with any amendments and supplements thereto, the “Schedule TO”) by Clearwater Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Philips Holding USA Inc., a Delaware corporation (“Parent”) and a wholly owned subsidiary of Koninklijke Philips N.V., a corporation organized under the laws of The Netherlands (“Royal Philips”). The Schedule TO relates to the offer by Purchaser to purchase all of the shares of common stock, par value $0.001 per share, of Volcano Corporation, a Delaware corporation (the “Company”), including any associated rights to purchase capital stock issued pursuant to the Rights Agreement, dated June 20, 2006, by and between the Company and American Stock Transfer & Trust Company (such rights, together with such shares of the Company’s common stock, the “Shares”), that are issued and outstanding at a price of $18.00 per Share net to the seller in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated December 30, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

All capitalized terms used in this Amendment No. 7 and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.

Items 1 through 9; Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:

At 9:00 a.m., Eastern time, on February 17, 2015, the Offer expired as scheduled and was not extended. Purchaser was advised by the Depositary that, as of the Expiration Date, a total of 46,253,190 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery had been delivered) were validly tendered into and not properly withdrawn from the Offer, representing approximately 89.1% of the Shares outstanding as of the Expiration Date. In addition, the Depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 2,967,581 additional Shares, representing approximately 5.7% of the outstanding Shares as of the Expiration Date.

The number of Shares tendered pursuant to the Offer satisfied the Minimum Condition. All conditions to the Offer having been satisfied, Purchaser accepted for payment, and has paid for, all Shares validly tendered into and not properly withdrawn from the Offer.

Following the consummation of the Offer, Parent and Purchaser immediately completed the acquisition of Volcano through the Merger without a meeting of stockholders of Volcano in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share then outstanding (other than Shares that were held by any stockholders who properly demanded appraisal in connection with the Merger as described in Section 17 — “Certain Legal Matters; Regulatory Approvals—Appraisal Rights” of the Offer to Purchase) was converted into the right to receive the Offer Price, without interest, less any applicable withholding taxes, except for Shares then owned by Parent, Purchaser or any other wholly owned subsidiary of Parent, and Shares held by Volcano or by any of its wholly owned subsidiaries, which Shares were cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor.

Following the Merger, the Shares will be delisted and will cease to trade on NASDAQ.

On February 17, 2015, Royal Philips issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is attached as Exhibit (a)(5)(xiv) to the Schedule TO and is incorporated herein by reference.

Item 12. Exhibits.

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

 

Index No.
(a)(5)(xiv)		Press Release issued by Royal Philips, dated February 17, 2015.
99.1		Power of Attorney dated as of January 12, 2015.*

 

*	As previously filed.

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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.

Dated: February 17, 2015

 

 

 

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EXHIBIT INDEX

 

Index No.
(a)(5)(xiv)		Press Release issued by Royal Philips, dated February 17, 2015.
99.1		Power of Attorney dated as of January 12, 2015.*

 

*	As previously filed.

Exhibit (a)(5)(xiv)

 

Press Information

February 17, 2015

Philips completes acquisition of Volcano

Acquisition expands Philips’ global leadership position in image-guided therapy market

Amsterdam, the Netherlands and San Diego, CA, US – Royal Philips (NYSE: PHG; AEX: PHIA) today announced that it has completed the acquisition of Volcano Corporation (NASDAQ:VOLC). Volcano’s financial results will be consolidated as part of Philips’ image-guided therapy business group as of February 17, 2015. Volcano generated sales of approximately USD 400 million in 2014 and employs approximately 1,800 employees. Philips’ long-standing partnership with Volcano, the retention of key management members and in-depth preparations will facilitate the integration into Philips’ image-guided therapy business group.

“The completion of the Volcano acquisition is an important milestone in our strategy to become the leading systems integrator in the fast growing image-guided minimally invasive surgery market and accelerate our growth in that market,” said Frans van Houten, Chief Executive Officer of Royal Philips. “The combination of Volcano’s broad portfolio of imaging and measurement catheters and Philips’ leading interventional imaging solutions allow us to provide our customers with an integrated solution to improve procedural outcomes at a decisive stage in the health continuum.”

In image-guided treatments of the heart and blood vessels, there is increased clinical evidence which demonstrates that the use of imaging and measurement catheters in conjunction with interventional X-ray imaging helps improve procedural outcomes. Such catheters are single-use disposables, and Volcano is the only company in the industry with leading positions in both IVUS (intravascular ultrasound) catheters that are capable of producing ultrasound images of the interior of blood vessels and FFR (fractional flow reserve) catheters that are used to assess the blood flow. The acquisition complements Philips’ existing portfolio of interventional X-ray and ultrasound imaging equipment, navigation systems, software and services, and creates new sources of recurring revenue streams.

The acquisition of Volcano occurred through a merger under Section 251(h) of the General Corporation Law of the State of Delaware following the successful completion of Philip’s previously announced tender offer to purchase all outstanding shares of common stock of Volcano for USD 18.00 per share in cash, without interest, less any applicable withholding of taxes. The tender offer expired at 9:00 a.m., Eastern Time, on February 17, 2015. As of the expiration of the tender offer, approximately 49,220,771 shares (including 2,967,581 shares tendered

 

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February 17, 2015

Page 2                  

 

pursuant to guaranteed delivery procedures) were validly tendered and not properly withdrawn in the tender offer, which represented 94.8% of the outstanding Volcano shares, according to the depositary for the tender offer. All conditions to the tender offer having been satisfied, Philips accepted for payment all shares that were validly tendered and not properly withdrawn. Philips is financing the acquisition through a combination of cash on hand and the issuance of debt.

As a result of the merger, all remaining Volcano shares were converted into the right to receive USD 18.00 per share in cash, without interest, less any applicable withholding of taxes, the same price that was paid in the tender offer.

Volcano has requested that NASDAQ files a Form 25 with the United States Securities and Exchange Commission causing the delisting of Volcano’s common stock from NASDAQ. Volcano’s common stock will cease trading prior to the opening of trading on February 18, 2015.

For further information, please contact:

Philips:

Steve Klink

Philips Group Communications

Tel.: +31 6 1088 8824

E-mail: steve.klink@philips.com

Joost Akkermans

Philips Group Communications

Tel: +31 6 3175 8996

E-mail: joost.akkermans@philips.com

Vanessa Bruinsma-Kleijkers

Philips Investor Relations

Phone: +31 20 5977447

Email: investor.relations@philips.com

Leandro Mazzoni

Philips Investor Relations

Phone: +31 20 5977055

Email: investor.relations@philips.com

Volcano:

Jacquie Keller

Media Relations, Volcano Corporation

Tel: +1 858-720-4142

Email: jkeller@Volcanocorp.com

About Royal Philips

Royal Philips (NYSE: PHG, AEX: PHIA) is a diversified health and well-being company, focused on improving people’s lives through meaningful innovation in the areas of Healthcare,

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February 17, 2015

Page 2                  

 

Consumer Lifestyle and Lighting. Headquartered in the Netherlands, Philips posted 2014 sales of EUR 21.4 billion and employs approximately 105,000 employees with sales and services in more than 100 countries. The company is a leader in cardiac care, acute care and home healthcare, energy efficient lighting solutions and new lighting applications, as well as male shaving and grooming and oral healthcare. News from Philips is located at www.philips.com/newscenter.

About Volcano Corporation

Through its multi-modality platform, Volcano is the global leader in intravascular imaging for coronary and peripheral therapeutic devices. The company’s broad range of technologies makes imaging and therapy simpler, more informative and less invasive and offers physicians and their patients around the world with industry-leading tools that aid diagnosis and guide and provide therapy. Founded in cardiovascular care and expanding into other specialties, Volcano is focused on improving patient and economic outcomes. For more information, visit the company’s website at www.Volcanocorp.com.

Forward-looking statements

This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.