Possis Medical Inc - Amended tender offer statement by Third Party (SC TO-T/A)
March 26 2008 - 9:41AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
POSSIS MEDICAL, INC.
(Name of subject company (Issuer))
PHOENIX ACQUISITION CORP.
a wholly-owned subsidiary of
MEDRAD, INC.
an indirect, wholly-owned subsidiary of
BAYER AKTIENGESELLSCHAFT
(Names of Filing Persons (Offerors))
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Common Stock, $.40 par value per share
(Title of classes of securities)
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737407106
(CUSIP number of common stock)
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Robert Lucas
General Counsel
MEDRAD, Inc.
100 Global View Drive
Warrendale, Pennsylvania 15086
(724) 940-6800
(Name, address, and telephone number of person authorized to receive notices and communications on
behalf of Filing Persons)
Copies to:
Christopher Carson
Paul De Rosa
Cohen & Grigsby, P.C.
11 Stanwix Street
Pittsburgh, Pennsylvania 15222-1319
(412) 297-4900
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$362,167,937
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$14,234
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(1)
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Estimated solely for purposes of calculating amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The transaction value was calculated by multiplying the tender offer price of
$19.50 per share by the number of shares of common stock, par value $.40 per share, of Possis Medical, Inc. (“Shares”)
outstanding on a fully-diluted basis to be acquired in the tender offer as of February 8, 2008, based upon representations by
Possis Medical, Inc. in the Agreement and Plan of Merger dated as of February 11, 2008, as amended by Amendment No.1 dated
February 20, 2008 (as amended, the “Merger Agreement”), among Possis Medical, Inc., MEDRAD, Inc. and Phoenix Acquisition Corp.,
consisting of (a) 17,034,157 shares issued and outstanding and (b) 3,542,134 shares subject to outstanding company stock options
with a weighted average exercise price of approximately $11.03.
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(2)
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The amount of the filing fee is calculated in accordance with Rule 0-11 of the Exchange Act by multiplying the transaction
valuation by 0.0000393.
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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: $14,234
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Filing Party:
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Phoenix Acquisition Corp., MEDRAD, Inc. and
Bayer Aktiengesellschaft
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Form or Registration No.: Schedule TO
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Date Filed:
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February 25, 2008
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Check the box if the filing relates solely to preliminary communications made before the commencement of the 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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issuer tender offer subject to Rule 13e-4
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going private transaction subject to Rule 13e-3
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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:
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TABLE OF CONTENTS
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO, filed on February 25, 2008 (the “Schedule TO”) with the Securities and Exchange
Commission, as amended on February 29, 2008, March 11, 2008 and March 21, 2008, by Phoenix
Acquisition Corp., a Minnesota corporation (“Purchaser”), which is a wholly-owned subsidiary of
MEDRAD, Inc., a Delaware corporation (“Parent”), which is an indirect, wholly-owned subsidiary of
Bayer Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany
(“Bayer AG”), for all outstanding shares of common stock, $.40 par value per share, and the
associated preferred stock purchase rights (together, the “Shares”), of Possis Medical, Inc. (the
“Company”) at a purchase price of $19.50 per Share, net to the seller in cash without interest
thereon, less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated February 25, 2008 (the “Offer to Purchase”), and in the
related Letter of Transmittal. Except as otherwise provided herein, this Amendment No. 4 does not
modify any of the information previously reported on the Schedule TO.
The Schedule TO is hereby supplemented and/or amended as provided below:
Item 11. Additional Information.
Item 11 is hereby amended and supplemented by adding the following:
The
Offer expired at 5:00 p.m., New York City time, on Tuesday, March 25, 2008. Based on
information provided by the Depositary for the Offer, as of 5:00 p.m., New York City time, on
Tuesday, March 25, 2008, 14,951,550 Shares were tendered pursuant to the Offer and not withdrawn
which, together with 715,141 shares to be tendered under guaranteed delivery procedures, represents
approximately 92% of the outstanding Shares. Purchaser has accepted for payment all Shares validly
tendered and not withdrawn prior to the expiration of the Offer, and payment for such Shares will
be made promptly in accordance with the terms of the Offer.
On March 26, 2008, Parent issued a press release announcing the expiration and results of the
Offer and that Purchaser has commenced a subsequent offering period for all remaining untendered
Shares. The subsequent offering period will expire at 5:00 p.m., New York City time, on Tuesday,
April 1, 2008. During the subsequent offering period, holders of Shares who did not previously
tender their Shares into the Offer may do so and will promptly receive the same $19.50 per Share,
net to the seller in cash without interest, paid during the initial offering period of the Offer.
Purchaser will immediately accept all Shares properly tendered during the subsequent offering
period and will pay the tendering stockholders promptly after acceptance. Shares tendered during
the subsequent offering period may not be withdrawn.
The press release issued by Parent announcing the results of the Offer and the commencement of
a subsequent offering period is attached hereto as Exhibit (a)(5)(ii).
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended by adding the following exhibit:
(a)(5)(ii) Press Release issued by Parent, dated March 26, 2008.
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.
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PHOENIX ACQUISITION CORP.
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By:
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/s/ John P. Friel
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Name:
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John P. Friel
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Title:
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President and Chief Executive Officer
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MEDRAD, INC.
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By:
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/s/ John P. Friel
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Name:
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John P. Friel
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Title:
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President and Chief Executive Officer
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BAYER AKTIENGESELLSCHAFT
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By:
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/s/ Marc-Oliver Klemm
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Name:
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Marc-Oliver Klemm
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Title:
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Authorized Representative
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By:
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/s/ A. Bey
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Name:
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Dr. Alexander Bey
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Title:
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Authorized Representative
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Dated March 26, 2008
EXHIBIT INDEX
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(a)(1)(i)
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Offer to Purchase, dated February 25, 2008.*
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(a)(1)(ii)
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Form of Letter of Transmittal.*
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(a)(1)(iii)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(vi)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
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(a)(1)(vii)
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Form of Summary Advertisement as published on February 25, 2008 in The Wall Street Journal.*
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(a)(5)(i)
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Press Release issued by Parent and the Company on February 11, 2008.(1)*
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(a)(5)(ii)
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Press Release issued by Parent on March 26, 2008.
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(b)
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None.
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(d)(1)
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Agreement and Plan of Merger, dated as of February 11, 2008, by and among MEDRAD, Inc., Phoenix Acquisition
Corp. and Possis Medical, Inc. (the “Agreement and Plan of Merger”).(2)*
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(d)(2)
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Amendment No.1, dated February 20, 2008, to the Agreement and Plan of Merger.(3)*
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(d)(3)
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Form of Tender and Support Agreement entered into between Parent and each of the directors and executive
officers of Possis Medical, Inc. on February 11, 2008.(2)*
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(d)(4)
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Employment Agreement, dated as of February 10, 2008, by and between the Company and Robert G. Dutcher. (2)*
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(d)(5)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and Jules Fisher.(3)*
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(d)(6)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and Irving Colacci.(3*).
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(d)(7)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and James D. Gustafson.(3)*
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(d)(8)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and Shawn F. McCarrey.(3)*
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(d)(9)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and John Riles.(3)*
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(d)(10)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and Robert J. Scott.(3)*
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(d)(11)
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Mutual Confidentiality Agreement, dated as of October 12, 2007, by and between Parent and the Company.(3)*
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(g)
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None.
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(h)
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None.
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*
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Previously filed.
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(1)
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Incorporated by reference to the Schedule TO-C filed by Phoenix Acquisition Corp., MEDRAD, Inc. and Bayer AG on February 11, 2008.
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(2)
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Incorporated by reference to Form 8-K filed by Possis Medical, Inc. on February 11, 2008.
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(3)
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Incorporated by reference to Schedule 14D-9 filed by Possis Medical, Inc. on February 25, 2008.
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