SC TO-T
UNITED STATES 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
OMRIX
BIOPHARMACEUTICALS, INC.
(Name of Subject Company
(Issuer))
BINDER
MERGER SUB, INC.
(Offeror)
A Wholly-Owned Subsidiary of
JOHNSON
& JOHNSON
(Parent of Offeror)
(Names of Filing Persons
(identifying status as offeror, issuer or other
person))
COMMON
STOCK, $0.01 PAR VALUE
(Title
of Class of Securities)
681989109
(CUSIP
Number of Class of Securities)
James J.
Bergin, Esq.
Johnson &
Johnson
One Johnson & Johnson
Plaza
New Brunswick, NJ
08933
(732)
524-0900
(Name,
address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing
persons)
Copies
to:
Robert I.
Townsend, III
Eric L. Schiele
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY
10019-7475
(212) 474-1000
CALCULATION
OF FILING FEE
| |
|
|
|
|
|
|
Transaction Valuation(1)
|
|
|
|
Amount
of Filing Fee(2)
|
|
|
|
|
|
|
$447,192,900
|
|
|
|
$17,574.69
|
|
|
|
|
|
(1)
|
|
Estimated for purposes of
calculating the filing fee only. This amount is determined by
multiplying 17,887,716 shares of Omrix Biopharmaceuticals,
Inc. common stock (representing the number of shares, including
shares of common stock outstanding,
in-the-money
options, warrants and restricted stock units) by $25.00 per
share, which is the offer price.
|
| |
|
(2)
|
|
The filing fee was calculated in
accordance with
Rule 0-11
under the Securities Exchange Act of 1934 and Fee Rate Advisory
#6 for fiscal year 2008, issued December 27, 2007, by
multiplying the transaction value by .0000393.
|
o
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.
Amount Previously Paid:
N/A
Filing Party: N/A
Form of Registration No.:
N/A
Date Filed: N/A
o
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:
þ
Third-party tender offer subject to
Rule 14d-1.
o
Issuer tender offer subject to
Rule 13e-4.
o
Going-private transaction subject to
Rule 13e-3.
o
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. o
This Tender Offer Statement on Schedule TO (together with
any amendments and supplements hereto, this
“Schedule TO”) is filed by (i) Binder Merger
Sub, Inc., a Delaware corporation (the “Purchaser”)
and wholly-owned subsidiary of Johnson & Johnson, a New
Jersey corporation (“Parent”), and (ii) Parent.
This Schedule TO relates to the offer by the Purchaser to
purchase all of the outstanding shares of common stock, par
value $0.01 per share (the “Shares”), of Omrix
Biopharmaceuticals, Inc., a Delaware corporation (the
“Company”), at a purchase price of $25.00 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
November 25, 2008 (together with any amendments and
supplements thereto, the “Offer to Purchase”) and in
the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
|
|
|
Item 1.
|
Summary
Term Sheet.
|
The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
|
|
|
Item 2.
|
Subject
Company Information.
|
(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is Omrix
Biopharmaceuticals, Inc., a Delaware corporation. The
Company’s principal executive offices are located at 1120
Avenue of the Americas, New York, NY 10036. The Company’s
telephone number at such address is
(212) 887-6500.
(b) This Schedule TO relates to the outstanding shares
of common stock, par value $0.01 per share, of the Company. The
Company has advised Parent that, as of November 20, 2008,
17,130,332 Shares were issued and outstanding,
1,090,909 Shares were reserved for issuance under the
Company’s equity plans (including 942,475 reserved for
issuance pursuant to outstanding stock options and 94,779
reserved for issuance pursuant to outstanding restricted stock
and RSUs) and 38,903 Shares were reserved for issuance upon
the exercise of outstanding warrants.
(c) The information set forth in the section in the Offer
to Purchase entitled “Price Range of Shares;
Dividends” is incorporated herein by reference.
|
|
|
Item 3.
|
Identity
and Background of Filing Person.
|
(a) through (c) This Schedule TO is filed by
Parent and the Purchaser. The information set forth in the
section of the Offer to Purchase entitled “Certain
Information Concerning Parent and the Purchaser” and in
Schedule I to the Offer to Purchase is incorporated herein
by reference.
|
|
|
Item 4.
|
Terms
of the Transaction.
|
The information set forth in the Offer to Purchase is
incorporated herein by reference.
|
|
|
Item 5.
|
Past
Contacts, Transactions, Negotiations and
Agreements.
|
The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction”, “Certain Information Concerning
Parent and the Purchaser,” “Background of the Offer;
Past Contacts or Negotiations with Seller,” “Purpose
of the Offer; Plans for Seller” and “The Transaction
Agreements” is incorporated herein by reference.
|
|
|
Item 6.
|
Purposes
of the Transaction and Plans or Proposals.
|
The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction,” “Price Range of Shares;
Dividends,” “Certain Effects of the Offer,”
“Purpose of the Offer; Plans for Seller” and “The
Transaction Agreements” is incorporated herein by reference.
|
|
|
Item 7.
|
Source
and Amount of Funds or Other Consideration.
|
The information set forth in the section of the Offer to
Purchase entitled “Source and Amount of Funds” is
incorporated herein by reference.
|
|
|
Item 8.
|
Interest
in Securities of the Subject Company.
|
The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Parent
and the Purchaser,” “Purpose of the Offer; Plans for
Seller” and “The Transaction Agreements” is
incorporated herein by reference.
|
|
|
Item 9.
|
Persons/Assets
Retained, Employed, Compensated or Used.
|
The information set forth in the section of the Offer to
Purchase entitled “Fees and Expenses” is incorporated
herein by reference.
|
|
|
Item 10.
|
Financial
Statements.
|
Not applicable.
|
|
|
Item 11.
|
Additional
Information.
|
(a)(1) The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Parent
and the Purchaser,” “Background of the Offer; Past
Contacts or Negotiations with Seller,” “Purpose of the
Offer; Plans for Seller” and “The Transaction
Agreements” is incorporated herein by reference.
(a)(2) The information set forth in the sections of the Offer to
Purchase entitled “Purpose of the Offer; Plans for
Seller,” “Certain Conditions of the Offer” and
“Certain Legal Matters; Regulatory Approvals” is
incorporated herein by reference.
(a)(3) The information set forth in the sections of the Offer to
Purchase entitled “Certain Conditions of the Offer”
and “Certain Legal Matters; Regulatory Approvals” is
incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to
Purchase entitled “Certain Effects of the Offer,”
“Source and Amount of Funds” and “Certain Legal
Matters; Regulatory Approvals” is incorporated herein by
reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
2
| |
|
|
|
|
|
Exhibit
|
|
Exhibit Name
|
|
|
|
|
(a)(1)(A)
|
|
|
Offer to Purchase dated November 25, 2008.
|
|
|
(a)(1)(B)
|
|
|
Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute Form W-9 and
Tax Declaration).
|
|
|
(a)(1)(C)
|
|
|
Notice of Guaranteed Delivery.
|
|
|
(a)(1)(D)
|
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
|
|
|
(a)(1)(E)
|
|
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
|
|
|
(a)(5)(A)
|
|
|
Joint Press Release issued by Johnson & Johnson and
Omrix Biopharmaceuticals, Inc. on November 24, 2008,
incorporated herein by reference to Exhibit 99.1 to the Schedule
TO filed by Johnson & Johnson on November 24,
2008.
|
|
|
(a)(5)(B)
|
|
|
Summary Newspaper Advertisement as published in The Wall Street
Journal on November 25, 2008.
|
|
|
(a)(5)(C)
|
|
|
Press Release issued by Johnson & Johnson on
November 25, 2008.
|
|
|
(b)
|
|
|
Not applicable.
|
|
|
(d)(1)
|
|
|
Agreement and Plan of Merger, dated as of November 23, 2008, by
and among Johnson & Johnson, Binder Merger Sub, Inc.
and Omrix Biopharmaceuticals, Inc.
|
|
|
(d)(2)
|
|
|
Tender and Support Agreement, dated as of November 23, 2008, by
and among Johnson & Johnson, Binder Merger Sub, Inc. and
the stockholders of Omrix Biopharmaceuticals, Inc. listed on
Schedule I thereto.
|
|
|
(d)(3)
|
|
|
Letter Agreement, dated as of November 21, 2008, by and
among Omrix Biopharmaceuticals, Inc., Johnson &
Johnson, and Robert Taub, amending the Taub Employment Agreement
dated March 20, 2006.
|
|
|
(d)(4)
|
|
|
Retention Agreement, dated as of November 20, 2008, by and
among Omrix Biopharmaceuticals, Inc., Johnson &
Johnson, and Nissim Mashiach.
|
|
|
(g)
|
|
|
Not applicable.
|
|
|
(h)
|
|
|
Not applicable.
|
|
|
|
Item 13.
|
Information
Required by
Schedule 13E-3.
|
Not applicable.
3
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.
BINDER MERGER SUB, INC.
Name: James J. Bergin
Title: Vice President
Date: November 25, 2008
JOHNSON & JOHNSON
Name: John A. Papa
Title: Treasurer
Date: November 25, 2008
4
| |
|
|
|
|
|
Exhibit
|
|
Exhibit Name
|
|
|
|
|
(a)(1)(A)
|
|
|
Offer to Purchase dated November 25, 2008.
|
|
|
(a)(1)(B)
|
|
|
Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute Form W-9 and
Tax Declaration).
|
|
|
(a)(1)(C)
|
|
|
Notice of Guaranteed Delivery.
|
|
|
(a)(1)(D)
|
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
|
|
|
(a)(1)(E)
|
|
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
|
|
|
(a)(5)(A)
|
|
|
Joint Press Release issued by Johnson & Johnson and
Omrix Biopharmaceuticals, Inc. on November 24, 2008,
incorporated herein by reference to Exhibit 99.1 to the Schedule
TO filed by Johnson & Johnson on November 24, 2008.
|
|
|
(a)(5)(B)
|
|
|
Summary Newspaper Advertisement as published in The Wall Street
Journal on November 25, 2008.
|
|
|
(a)(5)(C)
|
|
|
Press Release issued by Johnson & Johnson on
November 25, 2008.
|
|
|
(b)
|
|
|
Not applicable.
|
|
|
(d)(1)
|
|
|
Agreement and Plan of Merger, dated as of November 23, 2008, by
and among Johnson & Johnson, Binder Merger Sub, Inc.
and Omrix Biopharmaceuticals, Inc.
|
|
|
(d)(2)
|
|
|
Tender and Support Agreement, dated as of November 23,
2008, by and among Johnson & Johnson, Binder Merger
Sub, Inc. and the stockholders of Omrix Biopharmaceuticals, Inc.
listed on Schedule I thereto.
|
|
|
(d)(3)
|
|
|
Letter Agreement, dated as of November 21, 2008, by and
among Omrix Biopharmaceuticals, Inc., Johnson &
Johnson, and Robert Taub, amending the Taub Employment Agreement
dated March 20, 2006.
|
|
|
(d)(4)
|
|
|
Retention Agreement, dated as of November 20, 2008, by and
among Omrix Biopharmaceuticals, Inc., Johnson &
Johnson, and Nissim Mashiach.
|
|
|
(g)
|
|
|
Not applicable.
|
|
|
(h)
|
|
|
Not applicable.
|
5