- Amended Statement of Ownership: Solicitation (SC 14D9/A)
January 23 2009 - 4:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
MENTOR CORPORATION
(Name of Subject Company)
MENTOR CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
587188103 (Common Stock)
(CUSIP Number of Class of Securities)
Joshua H. Levine
President and Chief Executive Officer
201 Mentor Drive
Santa Barbara, California 93111
(805) 879-6000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement).
With Copies to:
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Scott M. Stanton, Esq.
Morrison & Foerster LLP
12531 High Bluff Drive
Suite 100
San Diego, California 92130
(858) 720-5100
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Joseph A. Newcomb, Esq.
Vice President, Secretary
and General Counsel
Mentor Corporation
201 Mentor Drive
Santa Barbara, California 93111
(805) 879-6000
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TABLE OF CONTENTS
This Amendment No. 6 (this
Amendment
) amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of Mentor Corporation (the
Company
) initially filed on December 12,
2008 (as amended or supplemented from time to time, the
Statement
). The Statement relates to the
tender offer by Maple Merger Sub, Inc., a Minnesota corporation (
Offeror
), and a wholly owned
subsidiary of Johnson & Johnson, a New Jersey corporation (
Parent
or
Johnson & Johnson
),
disclosed in a Tender Offer Statement on Schedule TO, initially filed on December 12, 2008 (as
amended or supplemented from time to time, the
Schedule TO
), to purchase all of the Companys
issued and outstanding shares of common stock, par value $0.10 per share, at a purchase price of
$31.00 per share, net to the seller in cash, without interest and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
December 12, 2008 (as amended or supplemented from time to time, the
Offer to Purchase
), and in
the related Letter of Transmittal. The Offer to Purchase and Letter of Transmittal were filed with
the Statement as Exhibits (a)(1)(A) and (a)(1)(B) thereto. Except as otherwise set forth below,
the information set forth in the Statement remains unchanged and is incorporated by reference as
relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Statement.
Item 8.
Additional Information
.
Item 8 is amended and supplemented by adding the following text thereto:
Expiration of Subsequent Offering Period; Completion of Merger
The subsequent offering period for the Offer expired as scheduled at 12:00 midnight, New York
City time, on January 22, 2009. The subsequent offering period was not extended. Based on the
information provided by Computershare Trust Company, N.A., the depository for the Offer (the
Depository
), to Parent, approximately 350,118 Shares were validly tendered during the subsequent
offering period and a total of approximately 31,806,675 Shares were validly tendered during the
initial offering period and the subsequent offering period taken together (including approximately
565,142 Shares subject to guaranteed delivery procedures), representing approximately 93.9% of the
Shares outstanding. Offeror has accepted for payment all Shares validly tendered and not withdrawn
during the initial offering period and all shares validly tendered during the subsequent offering
period.
Pursuant to the terms of the Merger Agreement, Parent intends to consummate the Merger
following the expiration of the subsequent offering period. The Merger Agreement provides, among
other things, that, subject to certain conditions, Offeror will be merged with and into the Company
with the Company continuing as the Surviving Corporation, wholly owned by Parent. Pursuant to the
Merger Agreement, at the effective time of the Merger (the
Effective Time
), each Share
outstanding immediately prior to the Effective Time (other than (i) Shares directly owned by the
Company, Parent or Offeror immediately prior to the Effective Time, which will be automatically
canceled and shall cease to exist, and (ii) Shares held of record or beneficially owned by the
Companys shareholders who properly demand appraisal of such Shares under the Minnesota Business
Corporation Act) will be converted into the right to receive $31.00 per Share net to the seller in
cash, without interest and less any required withholding taxes, which is the same amount per Share
that was paid in the Offer. Following the Merger, the Shares will no longer be listed on the NYSE.
The press release issued by Parent announcing the expiration of the subsequent offering period
and the completion of the Offer is attached hereto as Exhibit (a)(2)(R) and is incorporated herein
by reference.
Item 9. Exhibits.
Item 9 is amended and supplemented by adding the following exhibit:
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(a)(2)(R)
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Press Release issued by Johnson & Johnson on January 23, 2009 (incorporated by
reference to Exhibit (a)(5)(H) to the Schedule TO).
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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: January 23, 2009
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By:
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/s/ Joseph A. Newcomb
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Name:
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Joseph A. Newcomb
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Title:
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Vice President, Secretary and General Counsel
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