0001104659-11-010818.txt : 20110228 0001104659-11-010818.hdr.sgml : 20110228 20110228145557 ACCESSION NUMBER: 0001104659-11-010818 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110228 DATE AS OF CHANGE: 20110228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARTEK BIOSCIENCES CORP CENTRAL INDEX KEY: 0000892025 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 521399362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42613 FILM NUMBER: 11645311 BUSINESS ADDRESS: STREET 1: 6480 DOBBIN RD CITY: COLUMBIA STATE: MD ZIP: 21045 BUSINESS PHONE: 4107400081 MAIL ADDRESS: STREET 1: 6480 DOBBIN RD CITY: COLUMBIA STATE: MD ZIP: 21045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Royal DSM N.V. CENTRAL INDEX KEY: 0001339422 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HET OVERLOON 1 CITY: HEERLEN STATE: P7 ZIP: 6411 TE BUSINESS PHONE: 011 31 45 578 81 11 MAIL ADDRESS: STREET 1: P.O. BOX 6500 CITY: HEERLEN STATE: P7 ZIP: 6401 JH SC 13D/A 1 a11-3342_17sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Martek Biosciences Corporation

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

572901106

(CUSIP Number)

Hugh C. Welsh

President and General Counsel

DSM North America

45 Waterview Boulevard

Parsippany, NJ 07054

(973) 257-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

William A. Groll

David Leinwand

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

February 25, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 572901106						13D

	1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Koninklijke DSM N.V.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds WC, PF

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power (See Item 5)

			8	Shared Voting Power 0

			9	Sole Dispositive Power (See Item 5)

			10	Shared Dispositive Power 0

	11	Aggregate Amount Beneficially Owned by Each Reporting Person (See Item 5)

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13	Percent of Class Represented by Amount in Row (11) 100% (See Item 5)

	14	Type of Reporting Person CO

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.10 per share (the “Shares”), of Martek Biosciences Corporation, a Delaware corporation (“Martek”). The principal executive offices of Martek are located at 6480 Dobbin Road, Columbia, Maryland 21045. This Amendment is being filed by Koninklijke DSM N.V. (“DSM”) to amend its disclosure under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, in accordance with Instruction H of the General Instructions to Schedule TO, constituted part of the Schedule TO initially filed by DSM on January 13, 2011, as amended, including by Amendment No. 7 thereto (the final amendment) filed on February 25, 2011 (the “Schedule TO”).

Item 4. Purpose of Transaction

Pursuant to an Agreement and Plan of Merger, dated as of December 20, 2010, by and among DSM, Greenback Acquisition Corporation, a Delaware corporation (“Greenback”) and Martek (the “Merger Agreement”), on January 13, 2011, DSM and Greenback commenced a tender offer (the “Offer”) for all of the outstanding Shares and filed the Schedule TO with the Securities and Exchange Commission (the “SEC”). On February 25, 2011, following completion of the Offer, DSM exercised the top-up option that was granted to it pursuant to the Merger Agreement and purchased additional Shares directly from Martek. Shortly thereafter, Greenback was merged with and into Martek and Martek, as the surviving corporation (the “Surviving Corporation”), became an indirect wholly owned subsidiary of DSM (the “ Merger”). At the effective time of the Merger (the “Effective Time”), each outstanding Share (other than Shares held in the treasury of Martek or owned by DSM or any subsidiary of DSM or Martek or held by stockholders who properly demand and perfect appraisal rights under the Delaware General Corporation Law (“DGCL”)) was canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to $31.50.

In accordance with the terms of the Merger Agreement, upon the completion of the Merger, the directors of Greenback immediately prior to the Effective Time became the directors of the Surviving Corporation. The Shares are no longer listed for trading on the NASDAQ Global Select Market, and DSM intends to cause the Surviving Corporation to effect the termination of registration of the Shares with the SEC in accordance with the applicable requirements of the federal securities laws.

Item 5. Interest in Securities of the Issuer

(a) - (b) As a result of the Merger, DSM beneficially owns 100% of the issued and outstanding shares of the Surviving Corporation.

Item 7. Material to be Filed as Exhibits

Exhibit 1 Press Release issued by DSM on February 28, 2011

After reasonable 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: February 28, 2011

KONINKLIJKE DSM N.V.


By:	/s/ Hugh C. Welsh
	Name:	Hugh C. Welsh
	Title:	President and General Counsel, DSM North America

EXHIBIT INDEX

Exhibit 1

Press Release issued by DSM on February 28, 2011

EX-1 2 a11-3342_17ex1.htm EX-1

Exhibit 1


Press Release		DSM, Corporate Communications
Heerlen (NL), 28 February 2011		email media.relations@dsm.com
		www.dsm.com

17E

DSM completes acquisition of Martek; adding new Nutrition growth platform

Royal DSM N.V. (NYSE Euronext: DSM KON), the global Life Sciences and Materials Sciences company, today announces that it has successfully completed the acquisition of Martek Biosciences Corporation. The acquisition, announced on 21 December 2010, is the first major acquisition by DSM after its successful transformation into a Life Sciences and Materials Sciences company.

The acquisition, for a total consideration of about € 790 million (approximately US$ 1,087 million), is fully in line with DSM’s strategy for its Nutrition cluster (“continued value growth”) and adds a new growth platform for healthy and natural food ingredients for infant formula and other food and beverage applications, especially focused on Polyunsaturated Fatty Acids (PUFAs) such as microbial Omega-3 DHA (docosahexaenoic acid) and Omega-6 ARA (arachidonic acid).

The transaction

The acquisition was structured as an all-cash tender offer for all the outstanding shares of Martek common stock, followed by a merger in which each share of Martek common stock not tendered in the offer, other than those as to which holders exercise appraisal rights under Delaware law and those held by DSM or Martek or their respective subsidiaries, was converted into the same cash per share price paid in the tender offer. Following completion of the merger, Martek became a wholly owned subsidiary of DSM.

Financial Highlights

The acquisition of Martek is expected to be immediately earnings per share accretive for DSM by € 0.15 to € 0.20 on a full year basis. It will contribute to DSM’s progress towards achieving its profitability targets for 2013. It is expected that material synergies will be realized through expanded distribution, marketing and product development as well as other operational efficiencies. In addition, it will accelerate DSM’s revenue growth.

Strategic Rationale

As a result of the acquisition, DSM will have extensive new opportunities in the infant nutrition segment as well as food, beverages and dietary supplements. The acquisition will create a strong platform for DSM to enter the fast growing Omega-3 and Omega-6 market through Martek’s microbial DHA and ARA products. DSM will be able to utilize its global market reach, technology base and application skill capabilities to channel and accelerate the growth of Martek’s product portfolio into other regions, applications and market segments beyond Martek’s existing strong US-based position in infant formula ingredients and growing position in food and beverage and dietary supplement applications worldwide.

There is significant, broad based scientific evidence about the link between health and nutrition. PUFAs have been clinically proven to have a positive impact on human health and Martek is a leader in this field. Martek therefore represents an attractive strategic acquisition for DSM.

As a result of the scale and resources that DSM can bring to the already solid businesses of Martek, DSM instantly will become a leading player in the field of microbial PUFAs with the acquisition. Through this

attractive growth segment the company expects to drive compelling financial performance for its shareholders.

DSM will also benefit from Martek’s recent acquisition of Amerifit, an attractive consumer business for branded dietary supplements with very specific health benefits, which it will be able to use as an additional marketing channel for both Martek as well as DSM ingredients.

Furthermore, Martek’s algal and other microbial-based biotechnology platform and its robust biotechnology pipeline which complements DSM’s own portfolio, is expected to deliver new nutritional and non-nutritional (industrial) growth opportunities in for instance biochemicals and biofuels.

Martek is headquartered in Columbia Maryland USA and had annual net sales of US$ 450 million for its fiscal year which ended October 31, 2010. Martek has five principal locations and some 600 employees.

Integration

Planning for the integration of DSM and Martek started when the deal was first announced in December and now a full scale integration of the two businesses will begin. A dedicated integration team consisting of both DSM and Martek representatives will work diligently to assess the best way to combine the two organizations.

The two companies already have a longstanding relationship as DSM supplies Martek with the key base material for its ARA product. DSM has complementary intellectual property to the broad range of patents and intellectual property Martek owns, which will further extend the competitiveness of the combined company’s proprietary products.

Feike Sijbesma, CEO/Chairman of the DSM Managing Board said: “This is an important day for DSM, as we are acquiring an exciting business with a very strong market leading product portfolio in the field of nutrition. This acquisition fully fits with the new DSM, focusing on Life Sciences and Materials Sciences. We are very excited to welcome all employees of Martek to DSM. With the combined strength and track record of DSM and Martek, I strongly believe that we will be able to take this business to the next level.

“Our attention is now fully focused on ensuring a smooth integration of the Martek business in a timely and efficient manner. Throughout this process, business continuity will remain a key priority for us and I am confident that our integration team is well positioned to ensure that it is business as usual for our customers and suppliers. We expect the integration will be made significantly easier by the companies’ familiarity with each other.”

Martek

Martek is a leader in the innovation, development, production and sale of high-value products from microbial sources that promote health and wellness through nutrition. Martek’s technology platform consists of its core expertise, broad experience and proprietary technology in areas such as microbial biology, algal genomics, fermentation and downstream processing. This technology platform has resulted in Martek’s development of a number of products, including the company’s flagship product, life’sDHA™, a sustainable and vegetarian source of algal DHA (docosahexaenoic acid) important for brain, heart and eye health throughout life for use in infant formula, pregnancy and nursing products, foods and beverages, dietary supplements and animal feeds. Martek also produces life’sARA™ (arachidonic acid), an omega-6 fatty acid,

for use in infant formula and follow-on formulas. Martek’s subsidiary, Amerifit Brands, develops, markets and distributes branded consumer health and wellness products and holds leading brand positions in all of its key product categories. Amerifit products are sold in most major mass, club, drug, grocery and specialty stores and include: Culturelle®, a leading probiotic supplement; AZO, the leading OTC brand addressing symptom relief and detection of urinary tract infections; and Estroven®, the leading all-natural nutritional supplement brand addressing the symptoms of menopause.

For more information on Martek Biosciences, visit www.martek.com. For a complete list of life’sDHA™ and life’sARA™ products, visit www.lifesdha.com. For more information about Amerifit Brands, visit http://www.amerifit.com.

DSM — Bright Science. Brighter Living.™

Royal DSM N.V. is a global science-based company active in health, nutrition and materials. By connecting its unique competences in Life Sciences and Materials Sciences DSM is driving economic prosperity, environmental progress and social advances to create sustainable value for all stakeholders. DSM delivers innovative solutions that nourish, protect and improve performance in global markets such as food and dietary supplements, personal care, feed, pharmaceuticals, medical devices, automotive, paints, electrical and electronics, life protection, alternative energy and bio-based materials. DSM’s 22,000 employees deliver annual net sales of about € 9 billion. The company is listed on NYSE Euronext. More information can be found at www.dsm.com

For more information:

DSM Corporate Communications

Herman Betten

tel. +31 (0) 45 5782017

fax +31 (0) 45 5740680

e-mail media.relations@dsm.com

DSM Investor Relations

Hans Vossen

tel. +31 (0) 45 5782864

fax +31 (0) 10 4590275

e-mail investor.relations@dsm.com

Brunswick Group

Jennifer Lowney/Justin Dini

tel. +1 212 333 3810

e-mail dsm@brunswickgroup.com

Brunswick Group

Kate Miller/Jonathan Glass

tel. +44 20 7396 3544

e-mail dsm@brunswickgroup.com

Forward-looking statements

This press release may contain forward-looking statements with respect to DSM’s future (financial) performance and position. Such statements are based on current expectations, estimates and projections of DSM and information currently available to the company. DSM cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. DSM has no obligation to update the statements contained in this press release, unless required by law. The English language version of the press release is leading.

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