SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(AMENDMENT NO. 4)
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 [x]
2
This Amendment No. 4 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,
Amendment No. 2 thereto filed on August 15, 2006 and Amendment No. 3 thereto
filed on August 28, 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.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following language:
On October 2, 2006, the Company issued a press release announcing the
results of the exchange offer, which expired on September 26, 2006. A copy
of this press release is filed as Exhibit (a)(5)(v) to the Schedule TO 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)(5)(v) Press Release, dated October 2, 2006.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 3, 2006 INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By: /s/ MAUREEN B. BELLANTONI
---------------------------------------
Name: Maureen B. Bellantoni
Title: Executive Vice President and
Chief Financial Officer
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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.*
(a)(5)(v) Press Release, dated October 2, 2006.
* Previously filed.
5
EXHIBIT a(5)(v)
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 COMPLETION OF EXCHANGE OFFER FOR ITS
2 1/2% CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
Plainsboro, New Jersey, October 2, 2006 - Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that it completed 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 exchange offer expired at 5:00 p.m., New York City time, on September 26,
2006. As of the expiration date, an aggregate principal amount of $115,205,000
of old notes had been tendered. All old notes that were properly tendered and
not withdrawn have been accepted and exchanged for an equal amount of new notes.
The terms of the new notes are substantially similar to those of the old notes,
except that the new notes have a net share settlement feature and will include
"takeover protection," whereby Integra will pay a premium to holders who convert
their notes upon the occurrence of designated events, including a change in
control. The net share settlement feature of the new notes requires that, upon
conversion of the new notes, Integra will pay holders in cash for up to the
principal amount of the converted new notes, with any amounts in excess of the
cash amount settled, at the election of Integra, in cash or shares of Integra
common stock. Holders who exchanged their old notes in the exchange offer
received an exchange fee of $2.50 per $1,000 principal amount of their old
notes.
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 2 1/2% Contingent Convertible Subordinated Notes was
made only pursuant to the exchange offer documents, including the Offer to
Exchange (as supplemented) and the related Letter of Transmittal that Integra
distributed to its noteholders and filed with the Securities and Exchange
Commission. Noteholders and investors may obtain a free copy of the Offer to
Exchange and other documents 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).
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 were not 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. Please visit our website at (http://www.Integra-LS.com).
SOURCE: INTEGRA LIFESCIENCES HOLDINGS CORPORATION