UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 11, 2016
SIRONA
DENTAL SYSTEMS, INC.
(Exact name of Registrant as specified in
its charter)
Delaware |
000-22673 |
11-3374812 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer Identification No.) |
incorporation) |
|
|
30-30 47th Avenue, Suite 500, Long Island
City, New York 11101
(Address of principal executive offices,
including zip code)
(718) 937-5765
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Sirona Dental Systems, Inc., a Delaware
corporation (“Sirona”), held a Special Meeting of Shareholders on January 11, 2016 (the “Special Meeting”).
As of December 2, 2015, the Company’s record date for the Special Meeting, there were a total of 55,937,320 shares of common
stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 50,062,669 shares of common stock were represented
in person or by proxy and, therefore, a quorum was present. The Company’s shareholders voted on three proposals and cast
their votes as follows:
Proposal 1: To adopt the Agreement
and Plan of Merger, dated as of September 15, 2015 (as it may be amended from time to time, the “Merger Agreement”)
by and among DENTSPLY International Inc. (“DENTSPLY”), Sirona and Dawkins Merger Sub Inc.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
46,506,570 |
|
3,155,149 |
|
400,950 |
|
0 |
Based on the votes set forth above,
the Merger Agreement was duly adopted. A copy of the joint press release issued by the Company is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Proposal 2: To approve, on a non-binding
advisory basis, specific compensatory arrangements between Sirona and its named executive officers relating to the merger.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
45,429,457 |
|
4,183,636 |
|
449,577 |
|
0 |
Based on the votes set forth above, the
foregoing proposal was approved.
Proposal 3: To adjourn the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
43,545,051 |
|
6,118,710 |
|
398,908 |
|
0 |
Although the foregoing proposal was approved,
adjournment of the Special Meeting was not necessary or appropriate because the Company’s shareholders approved the Merger
Agreement.
Item 8.01. Other Events.
On January 11, 2016, Sirona
and DENTSPLY issued a joint press release announcing the results of the Special Meeting. A copy of the joint press release is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
99.1 |
|
Joint Press Release, dated January 11,
2016 |
Forward-Looking Statements
This communication, in addition to historical
information, contains “forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding,
among other things, future events or the future financial performance of DENTSPLY and Sirona. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” and words and terms of similar substance
used in
connection with any discussion of future plans,
actions or events identify forward-looking statements. Forward-looking statements relating to the proposed transaction include,
but are not limited to: statements about the benefits of the proposed transaction between DENTSPLY and Sirona, including future
financial and operating results; DENTSPLY’s and Sirona’s plans, objectives, expectations and intentions; the expected
timing of completion of the proposed transaction; and other statements relating to the merger that are not historical facts. Forward-looking
statements are based on information currently available to DENTSPLY and Sirona and involve estimates, expectations and projections.
Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors
could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect
to the proposed transaction between DENTSPLY and Sirona, these factors could include, but are not limited to: the risk that DENTSPLY
or Sirona may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental
and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated
benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that a condition to closing
of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer
than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost
savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected;
the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions on the companies
or the industries in which they operate; the risk that the credit ratings of the combined company or its subsidiaries may be different
from what the companies expect; economic and foreign exchange rate volatility; the continued strength of the dental and medical
device markets; unexpected changes relating to competitive factors in the dental and medical devices industries; the timing, success
and market reception for DENTSPLY’s and Sirona’s new and existing products; the possibility of new technologies outdating
DENTSPLY’s or Sirona’s products; the outcomes of any litigation; continued support of DENTSPLY’s or Sirona’s
products by influential dental and medical professionals; changes in the general economic environment, or social or political conditions,
that could affect the businesses; the potential impact of the announcement or consummation of the proposed transaction on relationships
with customers, suppliers, competitors, management and other employees; the ability to attract new customers and retain existing
customers in the manner anticipated; the ability to hire and retain key personnel; reliance on and integration of information technology
systems; the risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates
and legal proceedings; and the potential of international unrest, economic downturn or effects of currencies, tax assessments,
tax adjustments, anticipated tax rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory
compliance costs.
Additional information concerning other
risk factors is also contained in DENTSPLY’s and Sirona’s most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Many of these risks, uncertainties and assumptions
are beyond DENTSPLY’s or Sirona’s ability to control or predict. Because of these risks, uncertainties and assumptions,
you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as
of the information currently available to the parties on the date they are made, and neither DENTSPLY nor Sirona undertakes any
obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after
the date of this communication. Nothing in this communication is intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per DENTSPLY share or Sirona share for the current or any future financial years or those of
the combined company, will necessarily match or exceed the historical published earnings per DENTSPLY share or Sirona share, as
applicable. Neither DENTSPLY nor Sirona gives any assurance (1) that either DENTSPLY or Sirona will achieve its expectations, or
(2) concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative proceedings,
government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue
trends or future financial results. All subsequent written and oral forward-looking statements concerning DENTSPLY, Sirona, the
proposed transaction, the combined company or other matters and attributable to DENTSPLY or Sirona or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements above.
Additional Information
and Where to Find It
The proposed business combination transaction
between DENTSPLY and Sirona was submitted to the respective stockholders of DENTSPLY and Sirona for their consideration. In connection
with the proposed transaction between DENTSPLY and Sirona, DENTSPLY filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 that includes a joint proxy statement of DENTSPLY and Sirona and that also constitutes a prospectus
of DENTSPLY. The registration statement was declared effective by the SEC on December 7, 2015. DENTSPLY and Sirona first mailed
the joint proxy statement/prospectus to their respective stockholders on or about December 7, 2015. DENTSPLY and Sirona may also
file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF DENTSPLY AND SIRONA
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DENTSPLY, SIRONA,
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the joint proxy statement/prospectus
and other documents containing important information about DENTSPLY and Sirona through the website maintained by the SEC at www.sec.gov.
In addition, DENTSPLY and Sirona make available free of charge at www.dentsply.com and www.sirona.com, respectively (in the “Investor
Relations” section), copies of materials they file with, or furnish to, the SEC.
Non-Solicitation
This communication is for informational
purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Sirona dental systems, Inc. |
|
|
|
Date: January 11, 2016 |
By: |
/s/ Jonathan Friedman |
|
|
|
Name: Jonathan Friedman |
|
|
Title: Secretary and General Counsel |
EXHIBIT INDEX
Exhibit
No. |
|
Description |
99.1 |
|
Joint Press Release, dated January 11,
2016 |
Exhibit 99.1
DENTSPLY AND SIRONA SHAREHOLDERS APPROVE
MERGER
YORK, PA & LONG ISLAND CITY, NY,
January 11, 2016 – DENTSPLY International Inc. (“DENTSPLY”) (NASDAQ: XRAY) and Sirona Dental Systems, Inc.
(“Sirona”) (NASDAQ: SIRO) today announced the results of their respective special meetings of shareholders that
were held earlier today. Shareholders of each company overwhelmingly approved all proposals necessary to complete the merger
of equals transaction. Consummation of the merger remains subject to the conditions set forth in the merger agreement,
including regulatory approvals. Sirona and DENTSPLY remain on track to complete the merger in the first quarter of 2016.
The final voting results for each of
the proposals voted on at the respective meetings will be reported on a Current Report Form 8-K, in accordance with the
rules of the U.S. Securities and Exchange Commission.
Bret Wise, Chairman and
Chief Executive Officer of DENTSPLY commented, “We are pleased with the overwhelmingly favorable outcome of the vote we
received today by our shareholders and look forward to bringing together our two innovative companies. Both companies have
built a deep and loyal customer base and have highly complementary product portfolios, positioning the combined entity to
advance patient care and deliver meaningful value to our shareholders.”
“We are pleased with
the exceptionally strong support of both sets of shareholders in favor of the merger,” added Jeffrey Slovin, President
and Chief Executive Officer of Sirona. “With the strong support of our shareholders, we are now focused on completing
the transaction, successfully integrating the businesses and realizing the combination’s full value creation potential.
We are convinced that combining these two world class companies to create The Dental Solutions Company will foster
the development of differentiated, integrated solutions for general practitioners and specialists.”
About DENTSPLY
DENTSPLY International Inc. is a leading
manufacturer and distributor of dental and other consumable medical device products. The Company believes it is the world's largest
manufacturer of consumable dental products for the professional dental market. For over a century, DENTSPLY’s commitment
to innovation and professional collaboration has enhanced its portfolio of branded consumables and small equipment. Headquartered
in the United States, the Company has global operations with sales in more than 120 countries. Visit www.dentsply.com for more
information about DENTSPLY and its products.
About Sirona
Sirona, the dental technology leader, has served dealers and
dentists worldwide for more than 130 years. Sirona develops, manufactures, and markets a complete line of dental products, including
CAD/CAM restoration systems (CEREC), digital intra-oral, panoramic and 3D imaging systems, dental
treatment centers and handpieces. Visit www.sirona.com for more
information about Sirona and its products.
Forward-Looking Statements
This communication, in addition to historical
information, contains “forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding,
among other things, future events or the future financial performance of DENTSPLY International Inc. (“DENTSPLY”) and
Sirona Dental Systems Inc. (“Sirona”). Words such as “anticipate,” “expect,” “project,”
“intend,” “believe,” and words and terms of similar substance used in connection with any discussion of
future plans, actions or events identify forward-looking statements. Forward-looking statements relating to the proposed transaction
include, but are not limited to: statements about the benefits of the proposed transaction between DENTSPLY and Sirona, including
future financial and operating results; DENTSPLY’s and Sirona’s plans, objectives, expectations and intentions; the
expected timing of completion of the proposed transaction; and other statements relating to the merger that are not historical
facts. Forward-looking statements are based on information currently available to DENTSPLY and Sirona and involve estimates, expectations
and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important
factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With
respect to the proposed transaction between DENTSPLY and Sirona, these factors could include, but are not limited to: the risk
that DENTSPLY or Sirona may be unable to obtain governmental and regulatory approvals required for the transaction, or that required
governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the
anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that a condition
to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which
may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk
that the cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize
than expected; the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions
on the companies or the industries in which they operate; the risk that the credit ratings of the combined company or its subsidiaries
may be different from what the companies expect; economic and foreign exchange rate volatility; the continued strength of the dental
and medical device markets; unexpected changes relating to competitive factors in the dental and medical devices industries; the
timing, success and market reception for DENTSPLY’s and Sirona’s new and existing products; the possibility of new
technologies outdating DENTSPLY’s or Sirona’s products; the outcomes of any litigation; continued support of DENTSPLY’s
or Sirona’s products by influential dental and medical professionals; changes in the general economic environment, or social
or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the proposed
transaction on relationships with customers, suppliers, competitors, management and other employees; the ability to attract new
customers and retain existing customers in the manner anticipated; the ability to hire and retain key personnel; reliance on and
integration of information technology systems; the risks associated with assumptions the parties make in connection with the parties’
critical accounting estimates and legal proceedings; and the potential of international unrest, economic downturn or effects of
currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability, benefit or retirement
plan costs, or other regulatory compliance costs.
Additional information concerning other
risk factors is also contained in DENTSPLY’s and Sirona’s most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
Many of these risks, uncertainties and
assumptions are beyond DENTSPLY’s or Sirona’s ability to control or predict. Because of these risks, uncertainties
and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements
speak only as of the information currently available to the parties on the date they are made, and neither DENTSPLY nor Sirona
undertakes any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may
arise after the date of this communication. Nothing in this communication is intended, or is to be construed, as a profit forecast
or to be interpreted to mean that earnings per DENTSPLY share or Sirona share for the current or any future financial years or
those of the combined company, will necessarily match or exceed the historical published earnings per DENTSPLY share or Sirona
share, as applicable. Neither DENTSPLY nor Sirona gives any assurance (1) that either DENTSPLY or Sirona will achieve its expectations,
or (2) concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative proceedings,
government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue
trends or future financial results. All subsequent written and oral forward-looking statements concerning DENTSPLY, Sirona, the
proposed transaction, the combined company or other matters and attributable to DENTSPLY or Sirona or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements above.
Additional Information and Where to
Find It
The proposed business combination transaction
between DENTSPLY and Sirona was approved by the respective stockholders of DENTSPLY and Sirona. In connection with the proposed
transaction between DENTSPLY and Sirona, DENTSPLY filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 that includes a joint proxy statement of DENTSPLY and Sirona and that also constitutes a prospectus
of DENTSPLY. The registration statement was declared effective by the SEC on December 7, 2015. DENTSPLY and Sirona first mailed
the joint proxy statement/prospectus to their respective stockholders on or about December 7, 2015. DENTSPLY and Sirona may also
file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF DENTSPLY AND SIRONA ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
DENTSPLY, SIRONA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the joint
proxy statement/prospectus and other documents containing important information about DENTSPLY and Sirona through the website
maintained by the SEC at www.sec.gov. In addition, DENTSPLY and Sirona make available free of charge at www.dentsply.com and www.sirona.com,
respectively (in the “Investor Relations” section), copies of materials they file with, or furnish to, the SEC.
Contacts
DENTSPLY
Investors:
Derek Leckow
VP, Investor Relations
DENTSPLY International Inc.
Tel: +1 (717) 849-7863
E-mail: derek.leckow@dentsply.com
Sirona
Investors:
Joshua Zable
VP, Investor Relations
Sirona Dental Systems Inc.
Tel: +1 (718) 482-2184
E-mail: joshua.zable@sirona.com
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