Lifecore Biomedical Inc - Written communication relating to an issuer or third party (SC TO-C)
15 Gennaio 2008 - 10:19PM
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
_______________________
Lifecore Biomedical, Inc.
(Name of Subject Company (Issuer))
_______________________
SBT Holdings Inc.
and
SBT Acquisition Inc.
(Names of Filing Persons (Offerors))
_______________________
Common Stock, par value $0.01
(Title of Class of Securities)
_______________________
532187101
(CUSIP Number of Class of Securities)
_______________________
Steven J. Gartner, Esq.
Mark A. Cognetti, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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Not applicable(1)
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Not applicable
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(1) In accordance with General Instruction D to Schedule TO, a filing fee is not required in
connection with this filing as it relates solely to a preliminary communication 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-I1 (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: None
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Filing Party: Not applicable
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Form or Registration No.: Not applicable
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Date Filed: Not applicable
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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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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.
Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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LIFECORE BIOMEDICAL AGREES TO BE ACQUIRED BY WARBURG PINCUS FOR $17.00 PER SHARE IN CASH
CHASKA, MN. January 15, 2008 LIFECORE BIOMEDICAL, INC. (NASDAQ: LCBM)
announced today that it
has entered into a definitive agreement with affiliates of Warburg Pincus, the global private
equity firm, to be acquired through a tender offer, followed by a merger, for a price of $17.00 per
share in cash. The transaction, valued at approximately $239 million, is subject to the valid
tender of a majority of Lifecore Biomedicals fully diluted common shares, regulatory approvals and
other customary conditions, but is not subject to any financing condition.
The $17.00 per share price represents a premium of approximately 30% over the volume weighted
average price of Lifecore Biomedicals shares for the last 30 trading days. Lifecore Biomedical
expects the transaction to close by the end of the first quarter of 2008.
Lifecore Biomedicals Board of Directors has unanimously approved the definitive agreement and has
resolved to recommend that Lifecore Biomedicals shareholders tender their shares in connection
with the tender offer contemplated by the definitive agreement.
In addition to our shareholders, who we believe will receive fair value for their Lifecore shares,
we believe that this transaction with Warburg Pincus is positive for our employees and our
customers, said Dennis J. Allingham, President and CEO of
Lifecore Biomedical. The transaction
will allow us to continue to provide exceptional products to our customers. As a private company,
Lifecore will have greater flexibility to focus on its long-term strategic direction. Warburg
Pincus and its affiliates have confidence in Lifecores future and will support achieving our
long-term goals.
Lifecore Biomedical intends to solicit superior proposals from third parties during the next 30
calendar days, as permitted by, and subject to, the terms of the definitive agreement. There can
be no assurance that the solicitation of superior proposals will result in an alternative
transaction. Lifecore does not intend to disclose developments with respect to this solicitation
process unless and until its Board of Directors has made a decision regarding any alternative
proposals.
Piper Jaffray & Co. is acting as financial advisor and Dorsey & Whitney LLP is acting as legal
counsel to Lifecore. Willkie Farr & Gallagher LLP is acting as legal advisor to Warburg Pincus.
About Lifecore Biomedical
Lifecore Biomedical, in business over 40 years, develops, manufactures and markets biomaterials and
medical devices for use in various surgical markets through two divisions, the Dental Division and
the Hyaluronan Division. The Dental Division conducts its dental surgery business through direct
sales and marketing in the United States, France, Germany, Italy and Sweden and through
distributors in 49 other countries. The Hyaluronan Division conducts its business through OEM and
contract manufacturing alliances in the ophthalmic, orthopedic and veterinary surgical fields.
News and general information are available through the Companys website at
www.lifecore.com
.
About Warburg Pincus
Warburg Pincus has been a leading private equity investor since 1971. The firm currently has
approximately $20 billion of assets under management with an additional $10 billion available for
investment. Since inception, Warburg Pincus has invested $29 billion in 585 companies in 30
countries and across a range of sectors, including healthcare, consumer and retail, industrial,
financial services, energy, real estate and technology, media and telecommunications. The firm has
invested $6.2 billion in healthcare-related companies around the world, including approximately
$2.7 billion in medical devices. Notable medical device investments include: American Medical
Systems (Nasdaq: AMMD), Bausch & Lomb, ev3 (Nasdaq: EVVV), Kyphon (acquired by Medtronic in 2007),
Tornier, and Wright Medical Group (Nasdaq: WMGI). Warburg Pincus has offices in Beijing, Frankfurt,
Hong Kong, London, San Francisco, Mumbai, New York, Shanghai, and Tokyo. For more information
please visit
www.warburgpincus.com
.
Conference Call
Lifecore Biomedical will host a conference call today at 7:00 a.m. Central Time to discuss the
transaction and fiscal 2008 second quarter results. Investors interested in participating in the
live call can dial (800) 896-8445 from the U.S. International callers can dial (785) 830-1916. A
telephone replay will be available approximately two hours after the call concludes and will be
available through Tuesday, January 22, 2008, by dialing (888) 203-1112 from the U.S., or (719)
457-0820 for international callers and entering confirmation code 2333334.
There also will be a simultaneous webcast available on the Investor Relations section of the
Companys web site at
www.lifecore.com
. For those unable to participate during the live broadcast,
the webcast will be archived for 30 days. The webcast is also being distributed over
THOMSON/CCBNs Investor Distribution Network. Individual investors can listen to the call through
THOMSON/CCBNs individual investor center at
www.earnings.com
Institutional investors can access
the call via StreetEvents
www.streetevents.com
.
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The conference call may include forward-looking statements. See the cautionary information about
such statements in the Forward Looking Statements section below.
Forward Looking Statements
This news release contains, among other things, certain statements of a forward-looking nature.
Such statements include all statements other than those made solely with respect to historical
fact. Numerous risks, uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statement. These factors include, but are
not limited to, (1) the occurrence of any event, change or other circumstance that could give rise
to the termination of the definitive agreement; (2) the outcome of any legal proceedings that may
be instituted against the Company and others following the announcement of the transaction; (3) the
inability to complete the transaction due to the failure to satisfy the conditions thereto; (4) the
proposed transaction may disrupt current plans and operations and the potential difficulties in
employee retention as a result of the announcement of the transaction; and (5) other factors
described in the Companys filings with the Securities and Exchange Commission, including its
reports on Forms 10-K, 10-Q, and 8-K. Many of the factors that will determine the outcome of the
subject matter of this communication are beyond the Companys ability to control or predict. The
Company undertakes no obligation to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new information, future results or
otherwise.
Important Notice
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any of Lifecores common shares. The tender offer described herein
has not yet been commenced. On the commencement date of the tender offer, an offer to purchase, a
letter of transmittal and related documents will be filed with the Securities and Exchange
Commission, will be mailed to shareholders of record and will also be made available for
distribution to beneficial owners of common shares. The solicitation of offers to buy Lifecore
common shares will only be made pursuant to the offer to purchase, the letter of transmittal and
related documents. When they are available, shareholders should read those materials carefully
because they will contain important information, including the various terms of, and conditions to,
the tender offer. When they are available, shareholders will be able to obtain the offer to
purchase, the letter of transmittal and related documents without charge from the Securities and
Exchange Commissions Website at
www.sec.gov
or from the
information agent that we select. Shareholders are urged to read carefully those materials when
they become available prior to making any decisions with respect to the tender offer.
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Lifecore will file a solicitation/recommendation statement with the SEC in connection with the
tender offer, and, if required, will file a proxy statement or information statement with the SEC
in connection with the second-step merger. Shareholders are strongly advised to read these
documents if and when they become available because they will contain important information about
the tender offer and the proposed merger. Shareholders would be able to obtain a free copy of the
solicitation/recommendation statement and the proxy statement or information statement as well as
other filings containing information about Lifecore, the tender offer and the merger, if and when
available, without charge, at the SECs Internet site (
http://www.sec.gov
). In addition, copies of the solicitation/recommendation
statement, the proxy statement or information statement and other filings containing information
about Lifecore, the tender offer and the merger may be obtained, if and when available, without
charge, by directing a request to Lifecore, Attention: Dennis J. Allingham, President and Chief
Executive Officer, 3515 Lyman Boulevard Chaska, Minnesota 55318, by phone at 952.368.4300, or on Lifecores Internet site at
www.lifecore.com
.
- END -
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