-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MFIHSeVxxX+Mp28liJ2uOq7yCAcHITatu/l4q2mdQm9Gs6Uf0rB4vSEuCQZqi5v8 H3reElrrhsDDbVSLBbPd2A== 0000950123-07-014674.txt : 20071101 0000950123-07-014674.hdr.sgml : 20071101 20071101122829 ACCESSION NUMBER: 0000950123-07-014674 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 GROUP MEMBERS: BELFAST MERGER CO. GROUP MEMBERS: SIEMENS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DADE BEHRING HOLDINGS INC CENTRAL INDEX KEY: 0001183920 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 363989270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78529 FILM NUMBER: 071205606 BUSINESS ADDRESS: STREET 1: 1717 DEERFIELD RD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8472675300 MAIL ADDRESS: STREET 1: 1717 DEERFIELD ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0001135644 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: WITTELSBACHERPLATZ 2 D-80333 MUNICH STREET 2: FEDERAL REPUBLIC OF GERMANY CITY: GERMANY STATE: 2M ZIP: 00000 BUSINESS PHONE: 4908963634840 MAIL ADDRESS: STREET 1: WITTELSBACHERPLATZ 2 STREET 2: FEDERAL REPUBLIC OF GERMANY CITY: MUNICH STATE: 2M ZIP: 80333 SC TO-T/A 1 y41555a6sctovtza.htm AMENDMENT NO. 6 TO SCHEDULE TO SC TO-T/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
AMENDMENT NO. 6 TO
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
DADE BEHRING HOLDINGS, INC.
(Name of Subject Company (Issuer))
 
Belfast Merger Co.
an indirect, wholly-owned subsidiary of
Siemens Corporation
an indirect, wholly-owned subsidiary of
SIEMENS AKTIENGESELLSCHAFT
(Name of Filing Persons (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
23342J206
(CUSIP Number of class of securities)
 
Kevin M. Royer
Siemens Corporation
153 East 53rd Street
New York, New York 10022
(212) 258-4000
(Name, Address and Telephone No. of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
 
with a copy to:
John A. Healy
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
 
Calculation of Filing Fee
               
 
  Transaction Valuation     Amount of Filing Fee*  
  $6,753,554,654     $ 207,348      
 
 
*   Previously paid.
o   Check the box if the filing relates solely to preliminary communications made before 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: þ
 
 

 


AMENDMENT NO. 6 TO SCHEDULE TO
     This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 8, 2007 (the “Schedule TO”), relating to the offer by Belfast Merger Co., a Delaware corporation (“Purchaser”), which is an indirect, wholly-owned subsidiary of Siemens Corporation, a Delaware corporation (“Parent”), which is an indirect, wholly-owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany (“Siemens AG”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Common Stock”), of Dade Behring Holdings, Inc., a Delaware corporation (the “Company”), together with the associated rights to purchase shares of Series A Junior Participating Preferred Stock (“Rights”) issued pursuant to the Rights Agreement, dated as of October 3, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent (the Common Stock and the Rights together being referred to herein as the “Shares”), at a price of $77.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 8, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal. Except as otherwise provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule TO.
     The Schedule TO is hereby supplemented and/or amended as provided below.
TABLE OF CONTENTS

Item 4, Item 8 and Item 11. Terms of the Transaction, Interest in Securities of the Subject Company and Other Information
Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.A.13: Press Release


Table of Contents

     Item 4, Item 8 and Item 11. Terms of the Transaction, Interest in Securities of the Subject Company and Other Information.
     These items are hereby amended and supplemented as follows:
     At 12:00 Midnight, New York City time, on Wednesday, October 31, 2007, the Offer expired. Based on information from the Depositary, as of 12:00 Midnight, New York City time, on October 31, 2007, 72,989,428 Shares had been validly tendered and not withdrawn from the Offer which, together with 2,663,344 Shares that were tendered subject to guaranteed delivery procedures, represents 94% of all outstanding Shares. All Shares validly tendered and not withdrawn prior to the expiration of the Offer have been accepted for payment in accordance with the terms of the Offer.
     Purchaser intends to complete its acquisition of the Company by effecting a “short form” merger under Delaware law in which the remaining Shares will be converted into the right to receive $77 per Share, net to the seller in cash, without interest. The merger is expected to be completed on or about November 6, 2007.
     The press release issued by Parent announcing expiration of the Offer is attached hereto as Exhibit (a)(13).
     Item 12. Exhibits.
     Item 12 of the Schedule TO is hereby amended by adding the following exhibit:
     (a)(13) Press release issued by Parent on November 1, 2007.

 


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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.
         
Date: November 1, 2007
  BELFAST MERGER CO.    
 
       
 
  /s/ E. Robert Lupone    
 
       
 
  Name: E. Robert Lupone    
 
  Title: Authorized Representative    
 
       
 
  /s/ Kenneth R. Meyers    
 
       
 
  Name: Kenneth R. Meyers    
 
  Title: Authorized Representative    
 
       
 
  SIEMENS CORPORATION    
 
       
 
  /s/ E. Robert Lupone    
 
       
 
  Name: E. Robert Lupone    
 
  Title: Senior Vice President, General Counsel and    Secretary    
 
       
 
  /s/ Kenneth R. Meyers    
 
       
 
  Name: Kenneth R. Meyers    
 
  Title: Vice President, Mergers and Acquisitions    
 
       
 
  SIEMENS AKTIENGESELLSCHAFT    
 
 
  /s/ E. Robert Lupone    
 
       
 
  Name: E. Robert Lupone    
 
  Title: Authorized Representative    
 
       
 
  /s/ Kenneth R. Meyers    
 
       
 
  Name: Kenneth R. Meyers    
 
  Title: Authorized Representative    

 


Table of Contents

EXHIBIT INDEX
Exhibit No.
         
 
  (a)(1)   Offer to Purchase, dated August 8, 2007.*
 
       
 
  (a)(2)   Form of Letter of Transmittal.*
 
       
 
  (a)(3)   Form of Notice of Guaranteed Delivery.*
 
       
 
  (a)(4)   Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9.*
 
       
 
  (a)(5)   Form of Letter to brokers, dealers, commercial banks, trust companies and other nominees.*
 
       
 
  (a)(6)   Form of Letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients.*
 
       
 
  (a)(7)   Summary newspaper advertisement published in The Wall Street Journal on August 8, 2007.*
 
       
 
  (a)(8)   Press Release issued by Siemens AG on July 25, 2007 (incorporated by reference to Exhibit 99.1 filed under cover of Schedule TO by Siemens AG with the Securities and Exchange Commission on July 25, 2007).*
 
       
 
  (a)(9)   Press Release issued by Parent on September 5, 2007.*
 
       
 
  (a)(10)   Press release issued by Parent, dated September 24, 2007, announcing the termination of the waiting period under the HSR Act.*
 
       
 
  (a)(11)   Press release issued by Parent, dated September 26, 2007.*
 
       
 
  (a)(12)   Press release issued by Parent, dated October 25, 2007.*
 
       
 
  (a)(13)   Press release issued by Parent, dated November 1, 2007.
 
       
 
  (b)   None.
 
       
 
  (d)(1)   Agreement and Plan of Merger, dated as of July 25, 2007, by and among Parent, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8–K filed by the Company with the Securities and Exchange Commission on July 26, 2007).*
 
       
 
  (d)(2)   Confidentiality Agreement, dated May 22, 2007, between Siemens Medical Solutions USA, Inc. and the Company.*
 
       
 
  (g)   None.
 
       
 
  (h)   None.
 
*   Previously filed.

 

EX-99.A.13 2 y41555a6exv99waw13.htm EX-99.A.13: PRESS RELEASE EX-99.A.13
 

     
(SIEMENS LOGO)
  Press Presse Prensa
 
   
 
  Medical Solutions
 
   
 
  For the business and financial press
Erlangen, November 1, 2007
Siemens Completes Tender Offer for Dade Behring
Successful closing is assured with more than 90 percent of common stock tendered
As the cash tender offer expired at 12:00 midnight on Oct. 31, 2007, Siemens intends to accept all validly tendered shares of U.S.-based laboratory diagnostics company Dade Behring. Siemens expects to close the transaction on or about Nov. 6, 2007.
The depositary for the tender offer advised Siemens that as of the expiration of the tender offer, an aggregate of approximately 72,989,428 shares of common stock of Dade Behring had been validly tendered and not withdrawn which, together with approximately 2,663,344 shares to be tendered under guaranteed delivery procedures, represents approximately 94 percent of the outstanding common stock of Dade Behring. After closing, Dade Behring will be integrated in the existing business of Siemens Medical Solutions Diagnostics, a wholly owned subsidiary of Siemens Medical Solutions USA, Inc.
“Becoming the leader in the laboratory diagnostics market enables Siemens to offer its customers a comprehensive portfolio of innovative solutions across the whole healthcare continuum — from prevention to diagnosis, to therapy and care,” said Erich R. Reinhardt, member of the Managing Board of Siemens AG and president and CEO of Siemens Medical Solutions (Med). “There is no other company that can bring together the entire medical imaging, laboratory diagnostics and clinical IT value chain under one roof. Siemens alone can offer opportunities for the integration of such a comprehensive
     
Siemens AG
  Reference number: Med BV200711.13 e
Corporate Communications
  Frank Sarfeld
Media Relations
  91052 Erlangen, Germany
80312 Munich
  Tel.: +49 160 90190499
 
  E-mail: frank.sarfeld@siemens.com

 


 

range of technology, workflows and information that will help our customers deliver an improved quality of patient care at reduced costs.”
Reinhardt further explained, “With its strong position in the field of clinical chemistry, Dade Behring complements our existing laboratory business. Plus, its unique, fully integrated IT platforms for combining chemistry and immunodiagnostics dramatically improve laboratory workflow, supporting Siemens’ commitment to partner with its customers to deliver increased efficiency throughout the healthcare enterprise.”
“Diagnostic testing plays a critical role in providing high quality healthcare. Together with Dade Behring, Siemens Medical Solutions Diagnostics is well-positioned to lead the way in bringing new capabilities to the diagnostics industry,” said Jim Reid-Anderson, currently Chairman, President and CEO of Dade Behring. Mr. Reid-Anderson will lead the Siemens Medical Solutions Diagnostics global business that has nearly 15.000 employees. Jochen Schmitz will remain Chief Financial Officer (CFO). Primary offices of the company will be located in Deerfield, Illinois — the current headquarters of Dade Behring.
Siemens (Berlin and Munich) is a global powerhouse in electrical engineering and electronics. The company has around 475,000 employees (incl. discontinued operations) working to develop and manufacture products, design and install complex systems and projects, and tailor a wide range of services for individual requirements. Siemens provides innovative technologies and comprehensive know-how to benefit customers in over 190 countries. Founded more than 160 years ago, the company focuses on the areas of Information and Communications, Automation and Control, Power, Transportation, Medical, and Lighting. In fiscal 2006 (ended September 30), Siemens had sales of 87.3 billion and net income of 3.033 billion, according to U.S. GAAP. Further information is available on the Internet at: www.siemens.com.
Siemens Medical Solutions of Siemens AG is one of the world’s largest suppliers to the healthcare industry. The company is known for bringing together innovative medical technologies, healthcare information systems, management consulting, and support services, to help customers achieve tangible, sustainable, clinical and financial outcomes. Recent acquisitions in the area of in-vitro diagnostics — such as Diagnostic Products Corporation and Bayer Diagnostics — mark a significant milestone for Siemens as it becomes the first full service diagnostics company. Employing more than 41,000 people worldwide and operating in over 130 countries, Siemens Medical Solutions reported sales of 8.23 billion, orders of
     
Siemens AG
  Reference number: Med BV200711.13 e
Corporate Communications
  Frank Sarfeld
Media Relations
  91052 Erlangen, Germany
80312 Munich
  Tel.: +49 160 90190499
 
  E-mail: frank.sarfeld@siemens.com

 


 

9.33 billion and group profit of 1.06 billion for fiscal 2006 (Sept. 30), according to U.S. GAAP. Further information can be found by visiting www.siemens.com/medical.
About Dade Behring, Inc.
With 2006 revenue of more than US$1.7 billion, Dade Behring offers a wide range of products, systems and services designed to meet the day-to-day needs of clinical laboratories, delivering innovative solutions to customers and enhancing the quality of life for patients. Additional company information is available on the Internet at www.dadebehring.com.
This document contains forward-looking statements and information — that is, statements related to future, not past, events. These statements may be identified by words as “expects,” “looks forward to,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning. Such statements are based on our current expectations and certain assumptions, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect its operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens worldwide to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For us, particular uncertainties arise, among others, from: changes in general economic and business conditions (including margin developments in major business areas); the challenges of integrating major acquisitions and implementing joint ventures and other significant portfolio measures; changes in currency exchange rates and interest rates; introduction of competing products or technologies by other companies; lack of acceptance of new products or services by customers targeted by Siemens worldwide; changes in business strategy; the outcome of pending investigations and legal proceedings; our analysis of the potential impact of such matters on our financial statements; as well as various other factors. More detailed information about our risk factors is contained in Siemens’ filings with the SEC, which are available on the Siemens website, www.siemens.com, and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Siemens does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
     
Siemens AG
  Reference number: Med BV200711.13 e
Corporate Communications
  Frank Sarfeld
Media Relations
  91052 Erlangen, Germany
80312 Munich
  Tel.: +49 160 90190499
 
  E-mail: frank.sarfeld@siemens.com

 

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