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."
- --------------------------------------------------------------------------------
3
(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.
7
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
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
SUPPLEMENT NO. 2 TO OFFER TO EXCHANGE
2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
(CUSIP NOS. 457985AA7 AND 457985AB5)
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 26, 2006,
UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED OR EARLIER TERMINATED, THE "EXPIRATION DATE"). HOLDERS OF OLD NOTES
MUST TENDER, AND NOT WITHDRAW, THEIR OLD NOTES PRIOR TO THE EXPIRATION DATE TO
BE ELIGIBLE TO EXCHANGE THEIR OLD NOTES FOR NEW NOTES (AS DESCRIBED BELOW).
This Supplement No. 2 to the Offer to Exchange (this "Supplement")
amends and supplements the Offer to Exchange and related Letter of Transmittal
dated July 17, 2006, and amended by the Supplement thereto filed on July 31,
2006 (as so amended, the "Offer to Exchange"), pursuant to which Integra
LifeSciences Holdings Corporation, a Delaware corporation ("Integra" or the
"Company"), offered (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 our 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 Supplement and in the
related Letter of Transmittal (the "Letter of Transmittal"). The offer to
exchange the Notes (including the payment of an Exchange Fee) pursuant to the
Offer to Exchange and this Supplement is referred to herein as an "Offer."
The Offer will expire at 5:00 p.m., New York City time, on September
26, 2006 unless 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 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.
Any questions or requests for assistance concerning the Offer may be
directed to Georgeson Inc. (referred to herein as the "Information Agent") at
the address and telephone number set forth on the back cover of this Supplement.
Requests for additional copies of the Offer to Exchange, any supplements, the
Letter of Transmittal or any other related documents may be directed to the
Information Agent at the address and telephone numbers set forth on the back
cover of this Supplement. Beneficial owners may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
Georgeson Inc.
17 State Street - 10th Floor
New York, NY 10004
Banks and Brokers Call: (212) 440-9800
All Others Call Toll Free: (866) 482-4943
August 28, 2006
Integra is amending and supplementing the Offer to Exchange. The
following information supplements, amends and revises the information provided
in the Offer to Exchange and therefore should be read carefully in conjunction
with the Offer to Exchange.
(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."
- --------------------------------------------------------------------------------
(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
The actual stock price and effective date may not be set forth on the
table, in which case:
(1) 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.
(2) 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.
(3) 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":
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.
***
Integra has filed an amendment to the Tender Offer Statement on
Schedule TO (as amended, "Schedule TO") with the SEC furnishing the above
information and may file further amendments thereto with respect to the Offer.
The Schedule TO and any and all amendments thereto, including exhibits, may be
examined and copies may be obtained from the SEC in the manner described on page
71 of the Offer to Exchange under the section entitled "Where You Can Find More
Information."
Except as modified by this Supplement and any amendments to Schedule
TO, the terms and conditions set forth in the Offer to Exchange remain
applicable in all respects to the Offer, and this Supplement should be read in
conjunction with the Offer to Exchange and the related Letter of Transmittal.
To obtain additional copies of the Offer to Exchange or any
supplements, please contact the Information Agent. Any questions about the Offer
or procedures for accepting the Offer may be directed to the Information Agent.
The Information Agent for the Offer is:
Georgeson Inc.
Banks and Brokers Call: (212) 440-9800
All Others Call Toll Free: (866) 482-4943
The Exchange Agent for the Offer is:
Wells Fargo Bank, National Association
Call Toll Free: (800) 344-5128
BY REGISTERED AND CERTIFIED MAIL BY OVERNIGHT COURIER OR REGULAR MAIL: BY HAND DELIVERY
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 6th & Marquette Avenue Northstar East Building - 12th
Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
or
BY FACSIMILE TRANSMISSION:
(612) 667-6282
If you have questions about the Company you may contact the Company at
the address or telephone number set forth below:
Integra LifeSciences Holdings Corporation
311 Enterprise Drive
Plainsboro, New Jersey, 08536
Attention: Investor Relations Department
(609) 936-2491
NEWS RELEASE
CONTACTS:
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
MAUREEN B. BELLANTONI JOHN BOSTJANCIC
EXECUTIVE VICE PRESIDENT VICE PRESIDENT, CORPORATE DEVELOPMENT
AND CHIEF FINANCIAL OFFICER AND INVESTOR RELATIONS
(609) 936-6822 (609) 936-2239
maureen.bellantoni@Integra-LS.com jbostjancic@Integra-LS.com
INTEGRA LIFESCIENCES ANNOUNCES AMENDMENT TO EXCHANGE OFFER FOR ITS 2 1/2%
CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
PLAINSBORO, NEW JERSEY, AUGUST 28, 2006 - INTEGRA LIFESCIENCES HOLDINGS
CORPORATION (NASDAQ: IART) ANNOUNCED TODAY THAT IT HAS EXTENDED THE EXPIRATION
DATE AND MODIFIED THE TERMS OF ITS OFFER TO EXCHANGE UP TO $120 MILLION
PRINCIPAL AMOUNT OF NEW NOTES WITH A "NET SHARE SETTLEMENT" MECHANISM FOR ITS
CURRENTLY OUTSTANDING 2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008.
THE EXPIRATION DATE OF THE EXCHANGE 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 OR EARLIER TERMINATED BY INTEGRA. AS
OF 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 25, 2006, AN AGGREGATE PRINCIPAL
AMOUNT OF $8.2 MILLION OF OLD NOTES HAD BEEN TENDERED.
HOLDERS WHO EXCHANGE THEIR OLD NOTES WILL STILL RECEIVE NEW NOTES WITH A NET
SHARE SETTLEMENT FEATURE PLUS AN EXCHANGE FEE OF $2.50 PER $1,000 PRINCIPAL
AMOUNT OF THEIR OLD NOTES VALIDLY TENDERED AND ACCEPTED FOR EXCHANGE. HOWEVER,
THE NEW NOTES WILL NOW INCLUDE "TAKEOVER PROTECTION," WHEREBY INTEGRA WILL PAY A
PREMIUM TO HOLDERS WHO CONVERT THEIR NOTES UPON THE OCCURRENCE OF A CHANGE IN
CONTROL OF INTEGRA AND SIMILAR EVENTS. OTHER THAN THE NET SHARE SETTLEMENT AND
TAKEOVER PROTECTION FEATURES, THE NEW NOTES CONTAIN SUBSTANTIALLY SIMILAR TERMS
TO THE OLD NOTES.
OLD NOTES MUST BE TENDERED ON OR PRIOR TO THE EXPIRATION OF THE OFFER, AND
TENDERED OLD NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION OF
THE OFFER. VALIDLY WITHDRAWN OLD NOTES WILL BE RETURNED TO THE HOLDER IN
ACCORDANCE WITH THE TERMS OF THE OFFER. FOLLOWING THE EXPIRATION OF THE OFFER
AND SUBJECT TO THE TERMS OF THE OFFER, INTEGRA WILL ACCEPT ALL OLD NOTES VALIDLY
TENDERED AND NOT VALIDLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AND WILL
ISSUE THE NEW NOTES IN EXCHANGE PROMPTLY THEREAFTER.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES OF INTEGRA. THE SOLICITATION
OF OFFERS TO EXCHANGE THE OUTSTANDING 2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED
NOTES IS ONLY BEING MADE PURSUANT TO THE EXCHANGE OFFER DOCUMENTS, INCLUDING THE
OFFER TO EXCHANGE (AS SUPPLEMENTED) AND THE RELATED LETTER OF TRANSMITTAL THAT
INTEGRA HAS DISTRIBUTED OR WILL BE DISTRIBUTING TO ITS NOTEHOLDERS AND FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION. NOTEHOLDERS AND INVESTORS SHOULD
READ CAREFULLY THE OFFER TO EXCHANGE AND RELATED MATERIALS WHEN THEY ARE
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. NOTEHOLDERS
AND INVESTORS MAY OBTAIN A FREE COPY (WHEN AVAILABLE) OF THE OFFER TO EXCHANGE
AND OTHER DOCUMENTS THAT WILL BE FILED BY INTEGRA WITH THE SECURITIES AND
EXCHANGE COMMISSION AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
WWW.SEC.GOV OR FROM THE INFORMATION AGENT, GEORGESON INC., AT (212) 440-9800
(BANKS AND BROKERS) OR (866) 482-4943 (ALL OTHERS). NOTEHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS BEFORE MAKING ANY DECISION WITH RESPECT TO THE
EXCHANGE OFFER.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL. THE NEW
NOTES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS, AND UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE
LAWS.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION IS A DIVERSIFIED MEDICAL TECHNOLOGY
COMPANY THAT DEVELOPS, MANUFACTURES, AND MARKETS MEDICAL DEVICES FOR USE IN A
VARIETY OF APPLICATIONS. THE PRIMARY APPLICATIONS FOR OUR PRODUCTS ARE
NEUROSURGERY, RECONSTRUCTIVE SURGERY AND GENERAL SURGERY. INTEGRA IS A LEADER IN
APPLYING THE PRINCIPLES OF BIOTECHNOLOGY TO MEDICAL DEVICES THAT IMPROVE
PATIENTS' QUALITY OF LIFE. OUR CORPORATE HEADQUARTERS ARE IN PLAINSBORO, NEW
JERSEY, AND WE HAVE MANUFACTURING AND RESEARCH FACILITIES LOCATED THROUGHOUT THE
WORLD. WE HAVE APPROXIMATELY 1,650 EMPLOYEES. PLEASE VISIT OUR WEBSITE AT
(http://www.Integra-LS.com).
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM PREDICTED OR EXPECTED RESULTS. AMONG OTHER THINGS,
INTEGRA'S ABILITY TO SUCCESSFULLY COMPLETE THE EXCHANGE OFFER ON THE ABOVE TERMS
COULD AFFECT INTEGRA'S FUTURE FINANCIAL RESULTS. IN ADDITION, THE ECONOMIC,
COMPETITIVE, GOVERNMENTAL, TECHNOLOGICAL AND OTHER FACTORS IDENTIFIED UNDER THE
HEADING "FACTORS THAT MAY AFFECT OUR FUTURE PERFORMANCE" INCLUDED IN THE
BUSINESS SECTION OF INTEGRA'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2005 AND INFORMATION CONTAINED IN SUBSEQUENT FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION COULD AFFECT ACTUAL RESULTS.
SOURCE: INTEGRA LIFESCIENCES HOLDINGS CORPORATION