SC TO-T/A

UNITED STATES

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

(AMENDMENT NO. 1)

Cogentix Medical, Inc.

(Name of Subject Company (Issuer))

Camden Merger Sub, Inc.

(Offeror)

a direct wholly owned direct subsidiary of

LM US Parent, Inc.

(Parent of Offeror)

Investor AB

(Other Person)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

19243A104

(CUSIP Number of Class of Securities)

Camden Merger Sub, Inc.

c/o Investor AB

Arsenalsgatan 8c

SE-103 32

Stockholm, Sweden

Attention: Petra Hedengra

Telephone: +46-735-24-20-9

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

James C.H. Lee

K&L Gates LLP

599 Lexington Avenue

New York, NY 10022

(212) 536-3900

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$239,148,088.52	$29,777.94
*   Estimated solely for purposes of calculating the filing fee. The transaction value was calculated by adding the sum of (i) 60,925,666 issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Cogentix Medical, Inc. (the “Company”), multiplied by the offer price of $3.85 per Share; and (ii) 1,981,345 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $3.85 per Share, multiplied by $2.31, which is the offer price of $3.85 per Share minus the weighted average exercise price for such options of $1.54 per Share. The foregoing figures have been provided by the issuer to the offeror and are as of March 22, 2018, the most recent practicable date. **   The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2018, issued August 24, 2017, by multiplying the transaction value by 0.0001245. ☒   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: $29,777.94	Filing Party: Camden Merger Sub, Inc.
Form or Registration No.: Schedule TO	Date Filed: March 26, 2018

☐  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.

☐  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.  ☒

CUSIP No. 19243A104 Schedule 13D/A

1.	Names of Reporting Persons. Investor AB
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Sweden

Number of Shares     Beneficially      Owned by Each Reporting Person With	7.	Sole Voting Power 51,490,083 (1)(2)
	8.	Shared Voting Power None
	9.	Sole Dispositive Power 51,490,0831(1)(2)
	10.	Shared Dispositive Power None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 51,490,0831
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 84.5%
14.	Type of Reporting Person (See Instructions) OO

⁽¹⁾  Includes shares subject to guaranteed delivery procedures tendered in the Offer to Purchase (as defined below).

⁽²⁾ Represents shares held directly by Camden Merger Sub, Inc., a direct, wholly-owned subsidiary of LM US Parent, Inc.

CUSIP No. 19243A104 Schedule 13D/A

1.	Names of Reporting Persons. LM US Parent, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware

Number of Shares     Beneficially      Owned by Each Reporting Person With	7.	Sole Voting Power 51,490,0831 2
	8.	Shared Voting Power None
	9.	Sole Dispositive Power 51,490,0831 2
	10.	Shared Dispositive Power None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 51,490,0831
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 84.5%
14.	Type of Reporting Person (See Instructions) CO

¹  Includes shares subject to guaranteed delivery procedures tendered in the Offer to Purchase (as defined below).

²  Represents shares held directly by Camden Merger Sub, Inc., a direct, wholly-owned subsidiary of LM US Parent, Inc.

CUSIP No. 19243A104 Schedule 13D/A

1.	Names of Reporting Persons. Camden Merger Sub, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware

Number of Shares     Beneficially      Owned by Each Reporting Person With	7.	Sole Voting Power 51,490,0831
	8.	Shared Voting Power None
	9.	Sole Dispositive Power 51,490,0831
	10.	Shared Dispositive Power None

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 51,490,0831
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 84.5%
14.	Type of Reporting Person (See Instructions) CO

¹  Includes shares subject to guaranteed delivery procedures tendered in the Offer to Purchase (as defined below).

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Investor AB, a publicly held limited liability company organized under the laws of Sweden (“Investor AB”), LM US Parent, Inc., a Delaware corporation (“Parent”) controlled by Investor AB, and Camden Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent, with the Securities and Exchange Commission (the “SEC”) on March 26, 2018 (as amended, the “Schedule TO”). The Schedule TO relates to the cash tender offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Cogentix Medical, Inc., a Delaware corporation (the “Company”), at a price of $3.85 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase dated March 26, 2018 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Amendment also constitutes Amendment No. 1 to the Schedule 13D filed jointly with the SEC by Purchaser, Parent and Investor AB on March 21, 2018 with respect to the Shares.

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Item 1 through 9 and Item 11.

The Offer to Purchase and Item 1 through 9 and 11 of the Schedule TO, to the extent Item 1 through 9 and 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs thereto:

“The Offer and withdrawal rights expired as scheduled on April 20, 2018, at 12:00 Midnight, New York City time]. The Depositary has advised Investor AB, Parent and Purchaser that, as of the Expiration Date, an aggregate of 51,455,314 Shares had been tendered and not validly withdrawn pursuant to the Offer, which represented approximately 84.5% of the Shares outstanding as of the Expiration Date (excluding Shares tendered pursuant to guaranteed delivery procedures that have not been delivered in settlement or satisfaction of such guarantee). In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 34,769 Shares, which, when combined with the Shares tendered and not properly withdrawn from the Offer equal approximately 84.5% of the outstanding Shares as of the Expiration Date.

The number of Shares validly tendered and not validly withdrawn in the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not been delivered in settlement or satisfaction of such guarantee) satisfies the Minimum Condition. All conditions to the Offer have been satisfied or waived and Purchaser has accepted for payment, and expects to promptly pay for, all Shares validly tendered into and not withdrawn from the Offer.

As a result of its acceptance of the Shares tendered into the Offer, Purchaser acquired sufficient Shares to consummate the Merger pursuant to Section 251(h) of the DGCL without a vote or any further action by the stockholders of the Company. Pursuant to the Merger Agreement, at the Effective Time, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. Parent and Purchaser expect to effect the Merger on or about April 23, 2018. In the Merger, each Share issued and outstanding immediately prior to the Effective Time (unless such Share (a) is held by the Company immediately prior to the Effective Time or irrevocably accepted by Purchaser for purchase in the Offer, in which case such Share will be canceled and no payment will be made with respect thereto, or (b) is a Dissenting Share) will be canceled and converted into the right to receive an amount equal to the Offer Price, net to the seller in cash, without interest thereon and subject to any withholding of taxes required by applicable law. As a consequence of the Merger, the Shares will be delisted from the Nasdaq Capital Market and will be deregistered under the Exchange Act.

The press release announcing the expiration of the Offer and the acceptance of Shares for payment is attached hereto as Exhibit (a)(5)(iii).”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(iii) Press release, dated April 21, 2018.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 23, 2018

Camden Merger Sub, Inc.
By:	/s/ Walter Stothers
	Name:	Walter Stothers
	Title:	Secretary
LM US Parent, Inc.
By:	/s/ Walter Stothers
	Name:	Walter Stothers
	Title:	Chief Financial Officer
Investor AB
By:	/s/ Petra Hedengran
	Name:	Petra Hedengran
	Title:	General Counsel
By:	/s/ Helena Saxon
	Name:	Helena Saxon
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase dated March 26, 2018.*
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
(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)	Summary Advertisement dated March 26, 2018.*
(a)(5)(i)	Press Release, dated as of March 12, 2018 (incorporated by reference to Exhibit 99.1 to the Schedule TO filed by Camden Merger Sub, Inc. on March 12, 2018).
(a)(5)(ii)	Press Release issued by Cogentix Medical, Inc., dated as of March 12, 2018 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. on March 12, 2018).
(a)(5)(iii)	Press release, dated April 21, 2018.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger, dated as of March 11, 2018, among Cogentix Medical, Inc., Camden Merger Sub, Inc. and LM US Parent, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).
(d)(2)	Tender and Support Agreement, dated as of March 11, 2018, among LM US Parent, Inc., Camden Merger Sub, Inc. and Lewis C. Pell (incorporated by reference to Exhibit A to Exhibit 99.1 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).
(d)(3)	Tender and Support Agreement, dated as of March 11, 2018, among LM US Parent, Inc., Camden Merger Sub, Inc. and Accelmed Growth Partners, L.P. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Cogentix Medical, Inc. with the SEC on March 12, 2018).
(d)(4)	Mutual Nondisclosure Agreement, dated June 16, 2017, between Laborie Medical Technologies Canada ULC and Cogentix Medical, Inc. (incorporated by reference to Exhibit (d)(4) to the Schedule 14D-9 filed by Cogentix Medical, Inc. with the SEC on March 26, 2018).
(d)(5)	Joinder, dated February 22, 2018 and executed by Lewis C. Pell and Cogentix Medical, Inc., to Mutual Nondisclosure Agreement, dated June 16, 2017, between Laborie Medical Technologies Canada ULC and Cogentix Medical, Inc. (incorporated by reference to Exhibit (d)(5) to the Schedule 14D-9 filed by Cogentix Medical, Inc. with the SEC on March 26, 2018).

(d)(6)	Joinder, dated February 22, 2018 and executed by Accelmed Growth Partners, L.P. and Cogentix Medical, Inc., to Mutual Nondisclosure Agreement, dated June 16, 2017, between Laborie Medical Technologies Canada ULC and Cogentix Medical, Inc. (incorporated by reference to Exhibit (d)(6) to the Schedule 14D-9 filed by Cogentix Medical, Inc. with the SEC on March 26, 2018).
(d)(7)	Restrictive Covenant Agreement, dated March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc., and Lewis C. Pell*
(d)(8)	Restrictive Covenant Agreement, dated March 11, 2018, by and among LM US Parent, Inc., Camden Merger Sub, Inc., and Accelmed Growth Partners Management Ltd.*
(d)(9)	Exclusivity Agreement, dated as of February 11, 2018, among Laborie Medical Technologies Canada ULC, Cogentix Medical, Inc., Lewis C. Pell and Accelmed Growth Partners, L.P. (incorporated by reference to Exhibit (d)(7) to the Schedule 14D-9 filed by Cogentix Medical, Inc. with the SEC on March 26, 2018).
(d)(10)	Equity Commitment Letter, dated as of March 11, 2018, among LM US Parent, Inc., Camden Merger Sub, Inc., and Laborie Medical Technologies Canada ULC.*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed with the Tender Offer Statement on Schedule TO filed with the SEC on March 26, 2018.

EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

    

Laborie Medical Technologies Announces Successful Completion of Tender Offer for Cogentix Medical, Inc.

Toronto, Canada (April 21, 2018)—Laborie Medical Technologies (“Laborie”) announced the successful completion of the tender offer by its affiliate Camden Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of LM US Parent, Inc. (“Parent”) to purchase all outstanding shares of common stock of Cogentix Medical, Inc. (NASDAQ: CGNT) (“Cogentix”) for US$3.85 per share, net to the seller in cash without interest thereon and subject to any required withholding tax. The tender offer expired at 12:00 midnight, New York City time, at the end of Friday, April 20, 2018.

The depositary for the tender offer has advised Laborie that as of the expiration of the tender offer, approximately 51,490,083 shares have been validly tendered and not properly withdrawn in the tender offer (including 34,769 shares tendered through notices of guaranteed delivery), representing approximately 84.5 percent of Cogentix’s outstanding shares. Accordingly, the minimum tender condition for Laborie’s pending acquisition of Cogentix has been satisfied. As a result, Laborie accepted for payment in accordance with the terms of the tender offer all shares of Cogentix common stock that were validly tendered and not withdrawn prior to expiration of the tender offer (including all shares tendered through notices of guaranteed delivery), and payment for such shares will be made promptly. Laborie will complete the acquisition of Cogentix through a merger effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware without a vote or meeting of Cogentix’s stockholders. Laborie expects to effect the merger on or about April 23, 2018. In the merger, each outstanding share of Cogentix common stock not tendered and purchased in the Offer (excluding those shares for which holders properly exercised appraisal rights under Delaware law and those held by Cogentix) will be converted into the right to receive the same US$3.85 per share price, without interest and less any applicable withholding taxes, that was paid in the tender offer. As a result of the merger, Cogentix will become a wholly owned subsidiary of Parent. Following the merger, Cogentix’s common stock will be delisted and cease to be traded on the Nasdaq.

About Laborie Medical Technologies

Laborie is a leading global developer, manufacturer and marketer of innovative medical technology and consumables used in gastrointestinal procedures and for the diagnosis and treatment of pelvic health in the Urology, Gynecology, and Colorectal fields.

Laborie is owned by Patricia Industries – a part of Investor AB – and is a long-term owner that invests in companies and works to develop each company to its full potential.

For Further Information:

Laborie Medical Technologies

Joe Metzger

+1-978-273-5187

Forward Looking Statements

Statements in this communication may contain, in addition to historical information, certain forward-looking statements. Some of these forward-looking statements may contain words like “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, or other terms of similar meaning or they may use future dates. Forward-looking statements in this communication include without limitation statements regarding the planned completion of the transactions. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: the anticipated benefits of the transactions, the effects of disruption caused by the transactions making it more difficult to maintain relationships with employees, vendors and other business partners; possible stockholder litigation in connection with the transaction; and other risks and uncertainties discussed in Cogentix’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections of Cogentix Medical’s Annual Report on Form 10-K for the year ended December 31, 2017, as well as the tender offer documents filed by Merger Sub and the Tender Offer Solicitation/Recommendation Statement filed by Cogentix. Neither Laborie nor Cogentix undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.