SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Name of Issuer)
INTEGRA LIFESCIENCES HOLDINGS CORPORATION (ISSUER)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
(Title of Class of Securities)
(CUSIP NOS. 457985AA7 AND 457985AB5)
(CUSIP Number of Class of Securities)
MAUREEN B. BELLANTONI
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
(609) 275-0500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
PETER LABONSKI, ESQ.
LATHAM & WATKINS LLP
885 THIRD AVENUE
NEW YORK, NY 10022
(212) 906-1200
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
------------------------ ------------------------
$120,000,000 $12,840
* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the exchange of $120,000,000 aggregate principal amount of
the Issuer's 2 1/2% Contingent Convertible Subordinated Notes due 2008 in
exchange for Integra LifeSciences Holdings Corporation's 2 1/2% Contingent
Convertible Subordinated Notes due 2008.
** Previously paid.
[ ] Check 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: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[ ] 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:
[ ] third-party tender offer subject to Rule 14d-1
[X] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] 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 [ ]
2
This Amendment No. 3 to Schedule TO (this "Amendment") amends
and supplements the Tender Offer Statement on Schedule TO filed by Integra
LifeSciences Holdings Corporation, a Delaware corporation, (the "Issuer") on
July 17, 2006, and amended by Amendment No. 1 thereto filed on July 31, 2006 and
Amendment No. 2 thereto filed on August 15, 2006 (as so amended, the "Schedule
TO"). This Amendment relates to the offer by the Issuer (i) to exchange $1,000
in principal amount of 2 1/2% Contingent Convertible Subordinated Notes due 2008
(the "New Notes") and (ii) a one time cash payment (an "Exchange Fee") equal to
$2.50 for each $1,000 in principal amount of the Issuer's outstanding 2 1/2%
Contingent Convertible Subordinated Notes due 2008 (the "Old Notes" and together
with the New Notes, the "Notes") that is properly tendered and accepted for
exchange upon the terms and subject to the conditions set forth in the Offer to
Exchange (this "Offer to Exchange") and in the related Letter of Transmittal
(the "Letter of Transmittal"), as each may be amended from time to time. The
offer to exchange the Notes (including the payment of an Exchange Fee) pursuant
to the Offer to Exchange is referred to herein as an "Offer." This Amendment
amends and supplements Schedule TO as set forth below. This Amendment is filed
to satisfy the reporting requirements of Rule 13e-4 under the Securities
Exchange Act of 1934, as amended.
The information in the Offer to Exchange and the related
Letter of Transmittal, copies of which were previously filed on Schedule TO as
exhibits (a)(1)(i) and (a)(1)(ii) thereto, is incorporated in this Amendment by
reference, except that such information is hereby amended and supplemented to
the extent specifically provided herein.
ITEMS 1 AND 4
Items 1 and 4 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Exchange, are hereby amended and
supplemented as follows:
(1) The Offer has been extended from 5:00 p.m., New York City time,
on August 28, 2006, until 5:00 p.m., New York City time, on September
26, 2006, unless further extended by the Company and subject to the
right of the Company, in its sole discretion, subject to applicable
law, to terminate, withdraw or amend the Offer at any time as discussed
below. Any additional extension of the Offer will be announced by press
release no later than 9:00 a.m. New York City time, on the next Nasdaq
Global Select Market trading day after the previously scheduled
Expiration Date.
(2) On page 12 of the Offer to Exchange, the following language is
hereby added after "Summary Comparison of the Old Notes and the New
Notes - Conversion Price":
--------------------------------------------------------------------------------
MAKE WHOLE PREMIUM UPON DESIGNATED EVENT . . . If a designated event occurs at
any time prior to March 15,
2008, we will pay, to the
extent described below, a make
whole premium on New Notes
converted in connection with a
designated event by increasing
the conversion rate applicable
to the New Notes.
The amount of the increase in
the applicable conversion rate,
if any, will be based on our
common stock price and the
effective date of the
designated event. A description
of how the increase in the
applicable conversion rate will
be determined and a table
showing the increase that would
apply at various common stock
prices and designated event
effective dates are set forth
under "Description of New
Notes--Make Whole Premium Upon
Designated Event."
--------------------------------------------------------------------------------
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(3) On page 47 of the Offer to Exchange, the following language is
hereby added in place of the test in the fourth bullet point in the
first paragraph in the section entitled "Description of New
Notes--Conversion Rights":
o we become a party to a consolidation, merger or sale of all or
substantially all of our assets or a change in control occurs
pursuant to which our common stock would be converted into cash,
stock or other property unless all of the consideration, excluding
cash payments for fractional shares and cash payments made
pursuant to dissenters' appraisal rights, in a merger or
consolidation otherwise constituting a change in control consists
of shares of common stock, depository receipts or other
certificates representing common equity interests traded on a
national securities exchange, or will be so traded or quoted
immediately following such merger or consolidation, and as a
result of such merger or consolidation the New Notes become
convertible solely into the following for each $1,000 principal
amount of New Notes being converted, subject to the right to elect
to pay the net share amount (as defined in "--Payment Upon
Conversion") in cash: (1) cash equal to the sum of the daily cash
amounts (as defined in "--Payment Upon Conversion"), and (2) net
shares (as defined in "--Payment Upon Conversion") with a value
equal to the net share amount, in each case for each of the 15
trading days during the related observation period (as defined in
"--Payment Upon Conversion") (it being understood that the term
"common stock" for the purpose of the defined terms used in this
clause shall refer to the equity consideration payable to holders
of common stock in connection with such a transaction).
(4) On page 53 of the Offer to Exchange, the following is hereby added
above the section entitled "Description of New Notes--Consolidation,
Merger and Sale of Assets":
MAKE WHOLE PREMIUM UPON DESIGNATED EVENT
If a designated event (as defined below) occurs at any time prior to
March 15, 2008, we will pay, to the extent described below, a make whole premium
if you convert your New Notes in connection with any such transaction by
increasing the conversion rate applicable to such New Notes if and as required
below. A conversion of the New Notes by a holder will be deemed for these
purposes to be "in connection with" a designated event if the conversion notice
is received by the conversion agent on or subsequent to the date 15 trading days
prior to the date announced by us as the anticipated effective date of the
designated event but before the close of business on the trading day immediately
preceding the related designated event date. Any make whole premium will have
the effect of increasing the amount of cash, securities or other assets
otherwise due to the holder. The applicable conversion rate will be determined
by reference to the table below and is based on the date on which the designated
event becomes effective, which we refer to as the "effective date," and the
price, which we refer to as the "stock price," paid, or deemed to be paid, per
share of our common stock in the transaction constituting the designated event,
subject to adjustment as described below. If holders of our common stock receive
only cash upon the occurrence of a designated event, the stock price shall be
the cash amount paid per share of our common stock. In all other cases, the
stock price shall be the average of the daily closing prices of our common stock
for the five consecutive trading days prior to the effective date.
A "designated event" means any event that constitutes a change in
control or would constitute a change in control but for the existence of an
"Excess Market Price Event" (as defined in "--Purchase of New Notes Upon a
Change in Control").
The following table shows the amount, if any, by which the applicable
conversion rate will increase for each hypothetical stock price and the
effective date set forth below.
------------------------------------------------------------------------------------------------
STOCK PRICE
================================================================================================
$23.55 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 $70.00
9/26/2006 11.8 9.8 5.5 3.1 1.8 1.1 0.7 0.5 0.3 0.3 0.2
3/15/2007 11.8 9.8 5.1 2.5 1.3 0.6 0.3 0.2 0.1 0.1 0.1
3/15/2008 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
4
The actual stock price and effective date may not be set forth on the
table, in which case:
o if the actual stock price on the effective date is between two
stock prices on the table or the actual effective date is between
two effective dates on the table, the amount of the conversion
rate adjustment will be determined by a straight-line
interpolation between the adjustment amounts set forth for the two
stock prices and the two effective dates on the table based on a
365-day year, as applicable.
o if the stock price on the effective date exceeds $70.00 share,
subject to adjustment as described below, no adjustment to the
applicable conversion rate will be made.
o if the stock price on the effective date is less than $23.55 per
share, subject to adjustment as described below, no adjustment to
the applicable conversion rate will be made.
The stock prices set forth in the first row of the table above will be
adjusted as of any date on which the conversion rate of the New Notes is
adjusted as set forth under the conversion procedures above. The adjusted stock
prices will equal the stock prices applicable immediately prior to such
adjustment multiplied by a fraction, the numerator of which is the conversion
rate immediately prior to the adjustment giving rise to the stock price
adjustment and the denominator of which is the conversion rate as so adjusted.
The conversion rate adjustment amounts set forth in the table above will be
adjusted in the same manner as the conversion rate as set forth above under the
conversion procedures, other than by operation of an adjustment to the
conversion rate by virtue of the make whole premium as described above.
The additional shares, if any, or any cash delivered to satisfy our
obligations to holders that convert their New Notes in connection with a
designated event will be delivered upon the later of the settlement date for the
conversion and promptly following the effective date of the designated event
transaction.
Our obligation to deliver the additional shares, or cash to satisfy our
obligations, to holders that convert their New Notes in connection with a
designated event could be considered a penalty, in which case the enforceability
thereof would be subject to general principles of reasonableness of economic
remedies.
(5) On page 52 of the Offer to Exchange, the following language is
hereby added in place of the paragraph beginning with the phrase
"However, a change in control" in the section entitled "Description of
New Notes--Purchase of New Notes Upon a Change in Control":
However, a change in control will not be deemed to have occurred if (i)
at least 90% of the consideration, excluding cash payments for fractional shares
and cash payments made pursuant to dissenters' appraisal rights, in a merger or
consolidation otherwise constituting a change in control above consists of
shares of common stock, depository receipts or other certificates representing
common equity interests traded on a national securities exchange, or will be so
traded or quoted immediately following such merger or consolidation, and as a
result of such merger or consolidation the New Notes become convertible solely
into the following for each $1,000 principal amount of New Notes being
converted, subject to the right to elect to pay the net share amount in cash:
(1) cash equal to the sum of the daily cash amounts, and (2) net shares with a
value equal to the net share amount, in each case for each of the 15 trading
days during the related observation period (it being understood that the term
"common stock" for the purpose of the defined terms used in this clause shall
refer to the equity consideration payable to holders of common stock in
connection with a change in control); or (ii) the market price per share of our
common stock for any five trading days within (a) the period of 10 consecutive
trading days ending immediately after the later of the change in control or the
public announcement of the change in control, in the case of the change in
control under the first bullet point above; or (b) the period of 10 consecutive
trading days ending immediately before the change of control, in the case of a
change in control under the second or third bullet point above, equals or
exceeds 110% of the conversion price of the notes in effect on each such trading
day. Any event satisfying clause (ii) shall constitute an "Excess Market Price
Event."
(6) On p. 41 of the Offer to Exchange, following language is hereby
added after the section entitled "The Offer to Exchange - Transfer
Taxes":
5
STOCK REPURCHASES
Since the commencement of the Offer on July 17, 2006 Integra
repurchased 401,450 shares of its common stock at a total cost of $14,554,878.43
including commission at $0.03 per share. As a result of these purchases and the
amendments to the Offer, Integra is extending the Offer for 20 business days
from the date of Supplement No. 2 to the Offer to Exchange. The following trades
were made since the commencement of the Offer:
o On August 4, 2006 Integra purchased 20,750 shares at a total cost
of $739,658.65 including commission;
o On August 7, 2006 Integra purchased 36,900 shares at a total cost
of $1,310,676.93 including commission;
o On August 8, 2006 Integra purchased 36,900 shares at a total cost
of $1,324,879.74 including commission;
o On August 9, 2006 Integra purchased 36,900 shares at a total cost
of $1,327,728.42 including commission;
o On August 10, 2006 Integra purchased 36,900 shares at a total cost
of $1,320,732.18 including commission;
o On August 11, 2006 Integra purchased 16,900 shares at a total cost
of $603,037.63 including commission;
o On August 14, 2006 Integra purchased 44,000 shares at a total cost
of $1,571,952.80 including commission;
o On August 15, 2006 Integra purchased 8,000 shares at a total cost
of $287,024.80 including commission;
o On August 16, 2006 Integra purchased 44,000 shares at a total cost
of $1,592,984.80 including commission;
o On August 17, 2006 Integra purchased 35,000 shares at a total cost
of $1,297,338.00 including commission;
o On August 18, 2006 Integra purchased 36,500 shares at a total cost
of $1,352,200.90 including commission;
o On August 21, 2006 Integra purchased 40,000 shares at a total cost
of $1,501,080.00 including commission; and
o On August 22, 2006 Integra purchased 8,700 shares at a total cost
of $325,583.58 including commission.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 5 of the Schedule TO is hereby amended and supplemented by adding
the following language:
(a) TRANSACTIONS. Since the commencement of the Offer on July 17, 2006
Integra repurchased 401,450 shares of its common stock at a total cost of
$14,554,878.43 including commission at $0.03 per share. As a result of these
purchases and the amendments to the Offer, Integra is extending the Offer for 20
business days from the date of Supplement No. 2 to the Offer to Exchange. The
following trades were made since the commencement of the Offer:
o On August 4, 2006 Integra purchased 20,750 shares at a total cost
of $739,658.65 including commission;
o On August 7, 2006 Integra purchased 36,900 shares at a total cost
of $1,310,676.93 including commission;
o On August 8, 2006 Integra purchased 36,900 shares at a total cost
of $1,324,879.74 including commission;
o On August 9, 2006 Integra purchased 36,900 shares at a total cost
of $1,327,728.42 including commission;
o On August 10, 2006 Integra purchased 36,900 shares at a total cost
of $1,320,732.18 including commission;
6
o On August 11, 2006 Integra purchased 16,900 shares at a total cost
of $603,037.63 including commission;
o On August 14, 2006 Integra purchased 44,000 shares at a total cost
of $1,571,952.80 including commission;
o On August 15, 2006 Integra purchased 8,000 shares at a total cost
of $287,024.80 including commission;
o On August 16, 2006 Integra purchased 44,000 shares at a total cost
of $1,592,984.80 including commission;
o On August 17, 2006 Integra purchased 35,000 shares at a total cost
of $1,297,338.00 including commission;
o On August 18, 2006 Integra purchased 36,500 shares at a total cost
of $1,352,200.90 including commission;
o On August 21, 2006 Integra purchased 40,000 shares at a total cost
of $1,501,080.00 including commission; and
o On August 22, 2006 Integra purchased 8,700 shares at a total cost
of $325,583.58 including commission.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following language:
On August 28, 2006, the Company announced the extension of the Offer
and the addition of takeover protection as described above under Items
1 and 4 of this Amendment, a copy of which is filed as Exhibit
(a)(5)(iv) to this Amendment and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits:
(a)(1)(vii) Supplement No. 2 to Offer to Exchange, dated August 28, 2006.
(a)(5)(iv) Press Release, dated August 28, 2006.
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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: August 28, 2006 INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By: /s/ MAUREEN B. BELLANTONI
--------------------------------------
Name: Maureen B. Bellantoni
Title: Executive Vice President and
Chief Financial Officer
8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(i) Offer to Exchange, dated July 17, 2006.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(vi) Supplement to Offer to Exchange, dated July 31, 2006.*
(a)(1)(vii) Supplement No. 2 to Offer to Exchange, dated August 28, 2006.
(a)(5)(i) Press Release, dated July 17, 2006.*
(a)(5)(ii) Press Release, dated July 31, 2006.*
(a)(5)(iii) Press Release, dated August 14, 2006.*
(a)(5)(iv) Press Release, dated August 28, 2006.
* Previously filed.
9