SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(AMENDMENT NO. 1)
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. 1 to Schedule TO (this "Amendment") amends
and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed
by Integra LifeSciences Holdings Corporation, a Delaware corporation, (the
"Issuer") on July 17, 2006. 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.
INTRODUCTION
(1) The final two sentences of the first paragraph of the Schedule TO
are hereby deleted and replaced with the following: "The Offer is
contingent upon the tender or exchange of at least 50% of the principal
amount of Old Notes outstanding and the satisfaction of certain other
conditions."
ITEMS 1, 4, 6, 7 AND 11
Items 1, 4, 6, 7 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Exchange, are hereby amended
and supplemented as follows:
(2) The last sentence of the second paragraph on page 1 of the Offer
to Exchange under the heading "Summary" is hereby deleted.
(3) The first paragraph on page 5 of the Offer to Exchange under the
heading "New Notes" is hereby amended and restated in its entirety as
follows:
The following summary contains basic information about the New Notes.
For a complete understanding of the New Notes and before you decide
whether to tender your Old Notes in the Offer, please refer to the
section of this document entitled "Description of New Notes." For
purposes of the description of the New Notes included in this Offer to
Exchange, references to "the Company," "Integra," "us," "we," and
"our" refer only to Integra LifeSciences Holdings Corporation and do
not include our subsidiaries.
(4) The first sentence of the last paragraph on page 6 of the Offer to
Exchange under the heading "New Notes--Conversion Rights" is hereby amended
and replaced in its entirety with the following:
Upon conversion of each $1,000 principal amount of New Notes, you will
receive: (a) cash and (b) common stock, determined in the manner set
forth herein.
3
(5) On page 10 of the Offer to Exchange, the section entitled "Summary
Comparison of the Old Notes and the New Notes" is hereby amended to add the
following subsection under "--Maturity":
Subordination........................ The Old Notes are unsecured, subordinated Same as the Old Notes.
obligations of the Company. They rank junior
in right of payment to all of the Company's
existing and future senior indebtedness (as
defined), and rank equally with all of our
future subordinated indebtedness. The notes
are also effectively subordinated to all
existing and future indebtedness and other
liabilities of our subsidiaries. Neither we
nor our subsidiaries are restricted under the
indenture from incurring senior debt or other
additional indebtedness.
(6) The disclosure in the New Notes column "Summary Comparison of the
Old Notes and the New Notes--Conversion Price" on page 11 of the Offer to
Exchange is hereby amended and replaced in its entirety with the following:
Same as the Old Notes, except that, subject to certain exceptions
described in "Description of New Notes," upon conversion of each
$1,000 principal amount of New Notes, holders will receive cash and,
if applicable, shares of our common stock in an amount determined in
the manner set forth under "Description of New Notes--Payment Upon
Conversion." The amount of cash and common stock payable will depend
upon the value of our common stock over a 15 day observation period
beginning on the third trading day after a holder delivers a notice of
conversion.
(7) The last sentence of the paragraph on page 31 of the Offer to
Exchange under the heading "Selected Financial Information" is hereby
deleted.
(8) The first bullet under the heading "Important Reservation of
Rights Regarding the Offer" on page 34 of the Offer to Exchange is hereby
amended and restated in its entirety as follows:
All questions as to the validity, form, eligibility, time of receipt
and acceptance of Old Notes tendered for exchange, including the
Letter of Transmittal and the instructions to such Letter of
Transmittal, will be determined by us in our sole discretion and our
determination shall be final and binding on all persons participating
in the Offer, subject to such Offer participant's disputing such
determination in a court of competent jurisdiction.
(9) The penultimate bullet on page 35 of the Offer to Exchange under
the heading "Important Reservation of Rights Regarding the Offer" is hereby
amended and restated in its entirety as follows:
We also reserve the absolute right to waive any defects or
irregularities or conditions of the Offer as to any particular Old
Notes, other than those conditions that are dependent upon the receipt
of government approvals, before the Expiration Date. In the case of
those conditions of the Offer that are dependent upon the receipt of
government approvals, we reserve the absolute right to waive such
conditions before or after the Expiration Date.
4
(10) The last sentence in the first paragraph under the heading "Legal
Limitation" on page 36 of the Offer to Exchange is hereby deleted and
replaced in its entirety with the following:
Any determination by us concerning the conditions described above will
be final and binding on all parties participating in the Offer,
subject to such Offer participant's disputing such determination in a
court of competent jurisdiction.
(11) The penultimate paragraph on page 40 of the Offer to Exchange
under the heading "Withdrawal of Tenders" is hereby amended and restated in
its entirety as follows:
All questions as to form and validity (including time of receipt) of
any delivery or revocation of a tender will be determined by us, in
our sole discretion, which determination will be final and binding on
all persons participating in the Offer, subject to such Offer
participant's disputing such determination in a court of competent
jurisdiction.
(12) The first full paragraph on page 48 of the Offer to Exchange is
hereby amended to add the following sentence prior to the final sentence of
the paragraph:
At our option, we may issue one share of our common stock instead of
paying cash in lieu of fractional shares.
(13) The disclosure under the heading "Description of New
Notes--Payment Upon Conversion" on page 48 of the Offer to Exchange is
hereby amended and replaced in its entirety with the following:
Upon conversion of a holder's New Note, we shall deliver, through the
conversion agent, the following to such holder for each $1,000
principal amount of New Notes being converted, subject to our right to
elect to pay the net share amount in cash: (1) cash equal to the sum
of the daily cash amounts (as defined below), and (2) shares ("net
shares") of common stock, if any, with a value equal to the sum of the
daily share amounts (as defined below) (the "net share amount"), in
each case for each of the 15 trading days during the related
observation period. We shall deliver the foregoing on the third
trading day immediately following the last day of the related
observation period.
The "observation period" with respect to any New Note converted means
the 15 consecutive trading-day period beginning on and including the
third trading day after a holder delivers a conversion notice to the
conversion agent or, if the we have elected to pay the net share
amount in cash, the trading day after the last day of the conversion
retraction period.
The "daily settlement amount," for each of the 15 trading days during
the observation period, shall consist of:
o cash (the "daily cash amount") equal to the lesser of $66.67 and the
daily conversion value relating to such day; and
o if such daily conversion value exceeds $66.67, a number of shares of
common stock with a value (the "daily share amount") equal to (A) the
difference between such daily conversion value and $66.67, divided by
(B) the daily VWAP for such day.
Instead of delivering shares of common stock in satisfaction of our
obligation to deliver the net share amount upon conversion of Notes,
we may elect to deliver an additional amount of cash. The amount shall
be equal to the net share amount.
5
We will inform the holders through the trustee if we choose to satisfy
our obligation to deliver the net share amount upon conversion with
additional cash no later than two trading days following the
conversion date.
If we do not give any notice within the time periods described as to
how we intend to settle, we will satisfy our obligation to deliver the
net share amount only in shares of common stock (and cash in lieu of
fractional shares). We will treat in the same manner all holders
converting on the same trading day. Subject to the foregoing, we will
not, however, have any obligation to settle our conversion obligations
arising on different trading days in the same manner. For holders
converting on any trading day, we may choose to settle the net share
amount in cash and shares of common stock only and for holders
converting on another trading day, choose to settle exclusively in
cash.
If we elect to satisfy any portion of our obligation to deliver the
net share amount in cash (other than cash in lieu of fractional
shares), holders may retract their conversion notice at any time
during the three trading day period beginning on the trading day after
we have notified the trustee of our method of settlement.
The "daily conversion value" means, for each of the 15 consecutive
trading days during the observation period, one-fifteenth (1/15) of
the product of (1) conversion rate on such day and (2) the daily VWAP
of common stock (or the value of the securities into which common
stock has been converted) for such day.
The "daily VWAP" for the common stock means, for each of the 15
consecutive trading days during the observation period, the per share
volume-weighted average price as displayed under the heading
"Bloomberg VWAP" on Bloomberg page IART [EQUITY] AQR in respect of the
period from 9:30 a.m. to 4:00 p.m. (New York City time) on such
trading day (or if such volume-weighted average price is unavailable,
the market value of one share of common stock on such trading day as
the board of directors determines in good faith using a
volume-weighted method, which determination shall be conclusive).
(14) The last sentence in the paragraph under the heading
"Calculations in Respect of New Notes" on page 56 of the Offer to Exchange
is hereby amended and restated in its entirety as follows:
We will make all these calculations in good faith and, absent manifest
error, our calculations will be final and binding on holders of New
Notes, subject to such holder's disputing such calculation in a court
of competent jurisdiction.
(15) The penultimate and last sentences of the first paragraph on page
58 of the Offer to Exchange under the heading "Description of Capital
Stock" are hereby deleted.
(16) The third sentence of the third paragraph on page 71 of the Offer
to Exchange under the heading "Where You Can Find More Information" is
hereby deleted.
(17) The second bullet on page 71 of the Offer to Exchange under the
heading "Where You Can Find More Information" is hereby amended and
restated in its entirety as follows:
Current Reports on Form 8-K filed on January 9, 2006, January 17,
2006, March 8, 2006 (as amended on May 12, 2006), March 10, 2006,
April 13, 2006, April 25, 2006, May 17, 2006 (as amended on July 28,
2006), July 7, 2006, July 14, 2006 and July 17, 2006; and
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits:
6
(a)(i)(vi) Supplement to Offer to Exchange, dated July 31, 2006.
(a)(5)(ii) Press Release, dated July 31, 2006.
Letter of Transmittal
(1) The first sentence of the second paragraph under "Item 8. No
Conditional Tenders" on page 14 of the Letter of Transmittal is hereby
amended and restated in its entirety as follows:
The Company will determine, in its sole discretion, all questions as
to the form, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Old Notes, which
determination will be final and binding on all persons participating
in the Offer, subject to such Offer participant's disputing such
determination in a court of competent jurisdiction.
(2) The third sentence of the second paragraph under "Item 8. No
Conditional Tenders" on page 14 of the Letter of Transmittal is hereby
amended and restated in its entirety as follows:
The Company also reserves the absolute right, in its sole discretion,
to waive any defects or irregularities or conditions of the Offer as
to any particular Old Notes, other than those dependent upon the
receipt of government approvals, before the Expiration Date (including
the right to waive the ineligibility of any Holder who seeks to tender
Old Notes in the Offer). In the case of those conditions of the Offer
that are dependent upon the receipt of government approvals, the
Company reserves the absolute right to waive such conditions before or
after the Expiration Date.
(3) The third to last sentence of the second paragraph under "Item 8.
No Conditional Tenders" on page 14 of the Letter of Transmittal is hereby
amended and restated in its entirety as follows:
The interpretation of the terms and conditions of the Offer as to any
particular Old Notes either before or after the Expiration Date
(including the Letter of Transmittal and the instructions thereto) by
the Company shall be final and binding on all parties participating in
the Offer, subject to such Offer participant's disputing such
interpretation in a court of competent jurisdiction.
(4) The third sentence of the first paragraph on page 18 of the Letter
of Transmittal is hereby amended and restated in its entirety as follows:
All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties participating
in the Offer, subject to such Offer participant's disputing such
determination in a court of competent jurisdiction.
(5) The first sentence of the final paragraph of "Item 10. Withdrawal
of Tenders" on page 15 of the Letter of Transmittal is hereby and amended
and restated in its entirety as follows:
All questions as to form and validity (including time of receipt) of
any delivery or revocation of a tender will be determined by the
Company, in its sole discretion, which determination will be final and
binding on all parties participating in the Offer, subject to such
Offer participant's disputing such determination in a court of
competent jurisdiction.
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: July 31, 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)(5)(i) Press Release, dated July 17, 2006.*
(a)(5)(ii) Press Release, dated July 31, 2006.
* Previously filed.
9
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
SUPPLEMENT 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 AUGUST 14, 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 to the Offer to Exchange (this "Supplement") amends and
supplements the Offer to Exchange and related Letter of Transmittal dated July
17, 2006 (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 is contingent upon the tender or exchange of at least 50% of the principal
amount of Old Notes outstanding and the satisfaction of certain other
conditions.
The Offer will expire at 5:00 p.m., New York City time, on August 14,
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
July 31, 2006
Integra is amending and supplementing the Offer to Exchange and the
related Letter of Transmittal. 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 and the related
Letter of Transmittal.
(1) The last sentence of the second paragraph on page 1 of the Offer
to Exchange under the heading "Summary" is hereby deleted.
(2) The first paragraph on page 5 of the Offer to Exchange under the
heading "New Notes" is hereby amended and restated in its entirety as
follows:
The following summary contains basic information about the New
Notes. For a complete understanding of the New Notes and before
you decide whether to tender your Old Notes in the Offer, please
refer to the section of this document entitled "Description of New
Notes." For purposes of the description of the New Notes included
in this Offer to Exchange, references to "the Company," "Integra,"
"us," "we," and "our" refer only to Integra LifeSciences Holdings
Corporation and do not include our subsidiaries.
(3) The first sentence of the last paragraph on page 6 of the Offer to
Exchange under the heading "New Notes--Conversion Rights" is hereby amended
and replaced in its entirety with the following:
Upon conversion of each $1,000 principal amount of New Notes, you
will receive: (a) cash and (b) common stock, determined in the
manner set forth herein.
(4) On page 10 of the Offer to Exchange, the section entitled "Summary
Comparison of the Old Notes and the New Notes" is hereby amended to add the
following subsection under "--Maturity":
Subordination........................ The Old Notes are unsecured, subordinated Same as the Old Notes.
obligations of the Company. They rank
junior in right of payment to all of the
Company's existing and future senior
indebtedness (as defined), and rank equally
with all of our future subordinated
indebtedness. The notes are also
effectively subordinated to all existing and
future indebtedness and other liabilities of
our subsidiaries. Neither we nor our
subsidiaries are restricted under the
indenture from incurring senior debt or
other additional indebtedness.
(5) The disclosure in the New Notes column "Summary Comparison of the
Old Notes and the New Notes--Conversion Price" on page 11 of the Offer to
Exchange is hereby amended and replaced in its entirety with the following:
Same as the Old Notes, except that, subject to certain exceptions
described in "Description of New Notes," upon conversion of each
$1,000 principal amount of New Notes, holders will receive cash
and, if applicable, shares of our common stock in an amount
determined in the manner set forth under "Description of New
Notes--Payment Upon Conversion." The amount of cash and common
stock payable will depend upon the value of our common stock over
a 15 day observation period beginning on the third trading day
after a holder delivers a notice of conversion.
(6) The last sentence of the paragraph on page 31 of the Offer to
Exchange under the heading "Selected Financial Information" is hereby
deleted.
(7) The first bullet under the heading "Important Reservation of
Rights Regarding the Offer" on page 34 of the Offer to Exchange is hereby
amended and restated in its entirety as follows:
All questions as to the validity, form, eligibility, time of
receipt and acceptance of Old Notes tendered for exchange,
including the Letter of Transmittal and the instructions to such
Letter of Transmittal, will be determined by us in our sole
discretion and our determination shall be final and binding on all
persons participating in the Offer, subject to such Offer
participant's disputing such determination in a court of competent
jurisdiction.
(8) The penultimate bullet on page 35 of the Offer to Exchange under
the heading "Important Reservation of Rights Regarding the Offer" is hereby
amended and restated in its entirety as follows:
We also reserve the absolute right to waive any defects or
irregularities or conditions of the Offer as to any particular Old
Notes, other than those conditions that are dependent upon the
receipt of government approvals, before the Expiration Date. In
the case of those conditions of the Offer that are dependent upon
the receipt of government approvals, we reserve the absolute right
to waive such conditions before or after the Expiration Date.
(9) The last sentence in the first paragraph under the heading "Legal
Limitation" on page 36 of the Offer to Exchange is hereby deleted and
replaced in its entirety with the following:
Any determination by us concerning the conditions described above
will be final and binding on all parties participating in the
Offer, subject to such Offer participant's disputing such
determination in a court of competent jurisdiction.
(10) The penultimate paragraph on page 40 of the Offer to Exchange under the
heading "Withdrawal of Tenders" is hereby amended and restated in its
entirety as follows:
All questions as to form and validity (including time of receipt)
of any delivery or revocation of a tender will be determined by
us, in our sole discretion, which determination will be final and
binding on all persons participating in the Offer, subject to such
Offer participant's disputing such determination in a court of
competent jurisdiction.
(11) The first full paragraph on page 48 of the Offer to Exchange is
hereby amended to add the following sentence prior to the final sentence of
the paragraph:
At our option, we may issue one share of our common stock instead
of paying cash in lieu of fractional shares.
(12) The disclosure under the heading "Description of New
Notes--Payment Upon Conversion" on page 48 of the Offer to Exchange is
hereby amended and replaced in its entirety with the following:
Upon conversion of a holder's New Note, we shall deliver, through
the conversion agent, the following to such holder for each $1,000
principal amount of New Notes being converted, subject to our
right to elect to pay the net share amount in cash: (1) cash equal
to the sum of the daily cash amounts (as defined below), and (2)
shares ("net shares") of common stock, if any, with a value equal
to the sum of the daily share amounts (as defined below) (the "net
share amount"), in each case for each of the 15 trading days
during the related observation period. We shall deliver the
foregoing on the third trading day immediately following the last
day of the related observation period.
The "observation period" with respect to any New Note converted
means the 15 consecutive trading-day period beginning on and
including the third trading day after a holder delivers a
conversion notice to the conversion agent or, if the we have
elected to pay the net share amount in cash, the trading day after
the last day of the conversion retraction period.
The "daily settlement amount," for each of the 15 trading days
during the observation period, shall consist of:
o cash (the "daily cash amount") equal to the lesser of $66.67 and the
daily conversion value relating to such day; and
o if such daily conversion value exceeds $66.67, a number of shares of
common stock with a value (the "daily share amount") equal to (A) the
difference between such daily conversion value and $66.67, divided by
(B) the daily VWAP for such day.
Instead of delivering shares of common stock in satisfaction of
our obligation to deliver the net share amount upon conversion of
Notes, we may elect to deliver an additional amount of cash. The
amount shall be equal to the net share amount.
We will inform the holders through the trustee if we choose to
satisfy our obligation to deliver the net share amount upon
conversion with additional cash no later than two trading days
following the conversion date.
If we do not give any notice within the time periods described as
to how we intend to settle, we will satisfy our obligation to
deliver the net share amount only in shares of common stock (and
cash in lieu of fractional shares). We will treat in the same
manner all holders converting on the same trading day. Subject to
the foregoing, we will not, however, have any obligation to settle
our conversion obligations arising on different
trading days in the same manner. For holders converting on any
trading day, we may choose to settle the net share amount in cash
and shares of common stock only and for holders converting on
another trading day, choose to settle exclusively in cash.
If we elect to satisfy any portion of our obligation to deliver
the net share amount in cash (other than cash in lieu of
fractional shares), holders may retract their conversion notice at
any time during the three trading day period beginning on the
trading day after we have notified the trustee of our method of
settlement.
The "daily conversion value" means, for each of the 15 consecutive
trading days during the observation period, one-fifteenth (1/15)
of the product of (1) conversion rate on such day and (2) the
daily VWAP of common stock (or the value of the securities into
which common stock has been converted) for such day.
The "daily VWAP" for the common stock means, for each of the 15
consecutive trading days during the observation period, the per
share volume-weighted average price as displayed under the heading
"Bloomberg VWAP" on Bloomberg page IART [EQUITY] AQR in respect of
the period from 9:30 a.m. to 4:00 p.m. (New York City time) on
such trading day (or if such volume-weighted average price is
unavailable, the market value of one share of common stock on such
trading day as the board of directors determines in good faith
using a volume-weighted method, which determination shall be
conclusive).
(13) The last sentence in the paragraph under the heading
"Calculations in Respect of New Notes" on page 56 of the Offer to Exchange
is hereby amended and restated in its entirety as follows:
We will make all these calculations in good faith and, absent
manifest error, our calculations will be final and binding on
holders of New Notes, subject to such holder's disputing such
calculation in a court of competent jurisdiction.
(14) The penultimate and last sentences of the first paragraph on page
58 of the Offer to Exchange under the heading "Description of Capital
Stock" are hereby deleted.
(15) The third sentence of the third paragraph on page 71 of the Offer
to Exchange under the heading "Where You Can Find More Information" is
hereby deleted.
(16) The second bullet on page 71 of the Offer to Exchange under the
heading "Where You Can Find More Information" is hereby amended and
restated in its entirety as follows:
Current Reports on Form 8-K filed on January 9, 2006, January 17,
2006, March 8, 2006 (as amended on May 12, 2006), March 10, 2006,
April 13, 2006, April 25, 2006, May 17, 2006 (as amended on July
28, 2006), July 7, 2006, July 14, 2006 and July 17, 2006; and
(17) The first sentence of the second paragraph under "Item 8. No
Conditional Tenders" on page 14 of the Letter of Transmittal is hereby
amended and restated in its entirety as follows:
The Company will determine, in its sole discretion, all questions
as to the form, validity, eligibility (including time of receipt)
and acceptance for exchange of any tender of Old Notes, which
determination will be final and binding on all persons
participating in the Offer, subject to such Offer participant's
disputing such determination in a court of competent jurisdiction.
(18) The third sentence of the second paragraph under "Item 8. No
Conditional Tenders" on page 14 of the Letter of Transmittal is hereby
amended and restated in its entirety as follows:
The Company also reserves the absolute right, in its sole
discretion, to waive any defects or irregularities or conditions
of the Offer as to any particular Old Notes, other than those
dependent upon the receipt of government approvals, before the
Expiration Date (including the right to waive the ineligibility of
any Holder who seeks to tender Old Notes in the Offer). In the
case of those conditions of the Offer that are dependent upon the
receipt of government approvals, the Company reserves the absolute
right to waive such conditions before or after the Expiration
Date.
(19) The third to last sentence of the second paragraph under "Item 8.
No Conditional Tenders" on page 14 of the Letter of Transmittal is hereby
amended and restated in its entirety as follows:
The interpretation of the terms and conditions of the Offer as to
any particular Old Notes either before or after the Expiration
Date (including the Letter of Transmittal and the instructions
thereto) by the Company shall be final and binding on all parties
participating in the Offer, subject to such Offer participant's
disputing such interpretation in a court of competent
jurisdiction.
(20) The third sentence of the first paragraph on page 18 of the
Letter of Transmittal is hereby amended and restated in its entirety as
follows:
All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the
Company, whose determination shall be final and binding on all
parties participating in the Offer, subject to such Offer
participant's disputing such determination in a court of competent
jurisdiction.
(21) The first sentence of the final paragraph of "Item 10. Withdrawal
of Tenders" on page 15 of the Letter of Transmittal is hereby and amended
and restated in its entirety as follows:
All questions as to form and validity (including time of receipt)
of any delivery or revocation of a tender will be determined by
the Company, in its sole discretion, which determination will be
final and binding on all parties participating in the Offer,
subject to such Offer participant's disputing such determination
in a court of competent jurisdiction.
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 MARIA PLATSIS
EXECUTIVE VICE PRESIDENT VICE PRESIDENT, CORPORATE DEVELOPMENT
AND CHIEF FINANCIAL OFFICER (609) 936-2333
(609) 936-6822 MPLATSIS@INTEGRA-LS.COM
MAUREEN.BELLANTONI@INTEGRA-LS.COM
INTEGRA LIFESCIENCES ANNOUNCES AMENDMENT TO EXCHANGE OFFER FOR ITS 2 1/2%
CONTINGENT CONVERTIBLE SUBORDINATED NOTES DUE 2008
Plainsboro, New Jersey, July 31, 2006 - Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that it has modified 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. Holders who exchange their old notes
will still receive new notes with the net share settlement feature and otherwise
substantially similar terms to the old notes plus an exchange fee of $2.50 per
$1,000 principal amount of their old notes validly tendered and accepted for
exchange. However, the method for calculating the consideration to be paid to
holders of the new notes upon the conversion of those notes has been modified to
reflect a daily calculation of the consideration payable upon conversion.
The exchange offer will expire at 5:00 p.m., New York City time, on August 14,
2006, unless extended or earlier terminated by Integra. 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 Security 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 1,600 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
[GRAPHIC OMITTED] 53rd at Third
885 Third Avenue
New York, New York 10022-4834
Tel: (212) 906-1200 Fax: (212) 751-4864
www.lw.com
FIRM / AFFILIATE OFFICES
Brussels New York
Chicago Northern Virginia
Frankfurt Orange County
Hamburg Paris
Hong Kong San Diego
July 31, 2006 London San Francisco
Los Angeles Shanghai
Milan Silicon Valley
Moscow Singapore
Munich Tokyo
New Jersey Washington, D.C.
VIA EDGAR
- ---------
Ms. Celeste M. Murphy, Esq.
U.S. Securities and Exchange Commission
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Integra LifeSciences Holdings Corporation Schedule
TO-I filed
July 17, 2006
(File No. 005-45421)
Dear Ms. Murphy:
On behalf of Integra LifeSciences Holdings Corporation (the "Company"),
we are responding to the comments of the Staff of the U.S. Securities and
Exchange Commission (the "Commission") set forth in your letter dated July 27,
2006, with respect to the above-referenced Tender Offer Statement on Schedule
TO-I filed with the Commission on July 17, 2006 (the "Schedule TO"). Earlier
today, the Registrant filed via EDGAR Amendment No. 1 to the Schedule TO
("Amendment No. 1") revised to reflect changes prompted by your comments and to
include certain other information. Amendment No. 1 contains the various
revisions described below.
The Staff's comments are set forth below in bold, followed by the
Company's response to each comment.
SCHEDULE TO
SUMMARY, PAGE 2
1. PLEASE ELIMINATE THE PHRASE FROM THE SECOND PARAGRAPH THAT THE SUMMARY
"IS QUALIFIED IN ITS ENTIRETY" BY REFERENCE TO THE TERMS OF THE OFFER
DESCRIBED MORE FULLY IN THE OFFER TO EXCHANGE AND IN THE RELATED LETTER
OF TRANSMITTAL. THE QUALIFICATION
JULY 31, 2006
PAGE 2
[GRAPHIC OMITTED]
SUGGESTS THAT THE OFFER SUMMARY MAY NOT BE MATERIALLY COMPLETE. NOTE
THAT THIS LANGUAGE IS ALSO INAPPROPRIATELY USED IN OTHER PLACES IN THE:
DOCUMENT WITH RESPECT TO SUMMARY OF VARIOUS AGREEMENTS INCLUDING AT
PAGES 30, 58, AND 71. PLEASE REVISE ACCORDINGLY.
RESPONSE: We have deleted the last sentence of the second paragraph of
the "Summary" on page 1 that qualified the Summary by reference. We have also
deleted the last sentence on page 31 under "Selected Financial Information," the
penultimate and last sentences of the first paragraph under "Description of
Capital Stock" on page 58 and the third sentence of the third paragraph under
"Where You Can Find More Information" on page 71. Please see numbered paragraphs
(2), (7), (15) and (17) under Items 1, 4, 6, 7 and 11 of Amendment No. 1.
NEW NOTES, PAGE 5
- ------------------
2. PLEASE REVISE YOUR CHARACTERIZATION OF THE INFORMATION IN THE SUMMARY
AS "NOT COMPLETE." THE SUMMARY TERM SHEET MUST DESCRIBE THE MOST
MATERIAL TERMS OF THE PROPOSED TRANSACTION. THE SUMMARY TERM SHEET MUST
PROVIDE SECURITY HOLDERS WITH SUFFICIENT INFORMATION TO UNDERSTAND THE
ESSENTIAL FEATURES AND SIGNIFICANCE OF THE PROPOSED TRANSACTION. PLEASE
SEE ITEM 1 OF SCHEDULE TO AND ITEM 1000 OF REGULATION M-A. SUCH SUMMARY
MAY NOT BE CHARACTERIZED AS INCOMPLETE.
RESPONSE: The first sentence under "New Notes" on page 5 has been
revised to delete the following: "and is not intended to be complete. It does
not contain all the information that is important to you." Please see numbered
paragraph (3) under Items 1, 4, 6, 7 and 11 of Amendment No. 1.
SUMMARY COMPARISON OF THE OLD NOTES AND THE NEW NOTES, PAGE 10
- ---------------------------------------------------------------
3. IN A PROMINENT LOCATION IN THIS COMPARISON CHART, PLEASE INCLUDE A
SUBORDINATION ENTRY, THAT DETAILS THE DIFFERENCES OF THE PRIORITY OF
THE NEW NOTES, AS DESCRIBED ON PAGES 43-46, WITH THE PRIORITY OF THE
OLD NOTES, IF ANY. FURTHER, WE BELIEVE THAT IF SUCH DIFFERENCES EXIST,
YOU SHOULD ADD DISCLOSURE ON SUCH MATTER IN YOUR RISK FACTOR ON PAGE
27.
RESPONSE: A section entitled "Subordination" has been added to the
"Summary Comparison of the Old Notes and the New Notes" on page 10, which
explains that the priority of the new notes is the same as that of the old
notes. For this reason, we believe that no additional disclosure is needed in
the risk factor on page 27. Please see numbered paragraph (5) under Items 1, 4,
6, 7 and 11 of Amendment No. 1.
IMPORTANT RESERVATION OF RIGHTS REGARDING THE OFFER, PAGE 34
- -------------------------------------------------------------
4. THE STAFF BELIEVES THAT ALL CONDITIONS TO THE OFFER, EXCEPT THOSE
CONDITIONS SUBJECT TO REGULATORY APPROVALS, MUST BE SATISFIED OR WAIVED
PRIOR TO EXPIRATION OF THE OFFER. BECAUSE THE LANGUAGE IN THE
PENULTIMATE BULLET OF THIS SECTION STATES THAT THE OFFEROR MAY WAIVE
ANY OF THE CONDITIONS AT ANY TIME, BOTH BEFORE AND AFTER THE
EXPIRATION, IT APPEARS THE OFFEROR INTENDS FOR ITS CONDITIONS TO
SURVIVE OFFER EXPIRATION. PLEASE
JULY 31, 2006
PAGE 3
[GRAPHIC OMITTED]
REVISE HERE AND THROUGHOUT YOUR DISCLOSURE TO MAKE CLEAR THAT ALL
CONDITIONS TO THE OFFER, OTHER THAN THOSE CONDITIONS DEPENDENT UPON THE
RECEIPT OF GOVERNMENT APPROVALS, WILL BE RAISED OR ASSERTED PRIOR TO
OFFER EXPIRATION.
RESPONSE: The penultimate bullet on page 35 of the section entitled
"Important Reservation of Rights Regarding the Offer" has been revised to make
it clear that all conditions to the offer, other than those conditions dependent
upon the receipt of government approvals, will be raised or asserted prior to
the expiration of the offer. The corresponding language has also been revised on
page 14 of the Letter of Transmittal. Please see numbered paragraph (9) under
Items 1, 4, 6, 7 and 11 of Amendment No. 1 and numbered paragraph (2) under Item
12 of Amendment No. 1.
CONDITIONS OF THE OFFER, PAGE 36
- ---------------------------------
5. WE NOTE YOUR STATEMENT ON PAGE 36, REGARDING THE CONDITIONS, THAT
"[A]NY DETERMINATION BY US CONCERNING THE EVENTS DESCRIBED ABOVE WILL
BE FINAL AND BINDING UPON ALL PARTIES." PLEASE REVISE THIS SENTENCE TO
MORE PRECISELY DEFINE ITS SCOPE. IT APPEARS THAT YOUR INTERPRETATION OF
THE TERMS OF THE TENDER OFFER MAY NOT NECESSARILY BE FINAL AND BINDING
ON ALL PERSONS. FOR EXAMPLE, WHILE YOU MAY ASSERT AN OFFER CONDITION
WHEN IT IS TRIGGERED, WHEN PARTIES CONTEST ASSERTED CONDITIONS, THE
JUDGMENTS OF COURTS OF LAW ARE GENERALLY CONSIDERED FINAL AND BINDING
IN SUCH MATTERS. PLEASE MAKE CORRESPONDING CHANGES THROUGHOUT YOUR
DOCUMENT INCLUDING ON PAGE 36.
RESPONSE: We have revised the disclosure on pages 34, 36, 40 and 56 of
the Offer to Exchange to more clearly define the scope of "final and binding"
determinations, and we have revised the corresponding language in the Letter of
Transmittal. Please see numbered paragraphs (8), (10), (11) and (14) under Items
1, 4, 6, 7 and 11 of Amendment No. 1 and paragraphs (1), (3), (4) and (5) under
Item 12 of Amendment No. 1.
CLOSING COMMENTS
Supplementally, we note that the Company will file as correspondence a
letter under separate cover including a written statement acknowledging that:
|X| the Company is responsible for the adequacy and accuracy of
the disclosure in the filings;
|X| Staff comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose
the Commission from taking any action with respect to the
filing; and
|X| the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
JULY 31, 2006
PAGE 4
[GRAPHIC OMITTED]
We hope the foregoing answers are responsive to your comments and look
forward to resolving any outstanding issues as quickly as possible. If you have
any questions in connection with the responses to your comments, please feel
free to call me at (212) 906-1323 or Shari Fallis at (212) 906-1709.
Truly yours,
/s/ Peter M. Labonski
---------------------------
Peter M. Labonski
of LATHAM & WATKINS LLP
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536
July 31, 2006
CONFIDENTIAL
VIA EDGAR
Ms. Celeste M. Murphy, Esq.
U.S. Securities and Exchange Commission
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Integra LifeSciences Holdings Corporation Schedule
TO-I filed
July 17, 2006
(File No. 005-45421)
--------------------
Dear Ms. Murphy:
Pursuant to your letter dated July 27, 2006, we acknowledge that:
|X| the Company is responsible for the adequacy and accuracy of
the disclosure in the filings;
|X| Staff comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose
the Commission from taking any action with respect to the
filing; and
|X| the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, we acknowledge that the Commission's Division of
Enforcement has access to all information that we may provide to the Staff of
the Commission's Division of Corporation Finance in its review of our filings or
in response to its comments on our filing.
Should you have any questions relating to foregoing, please do not
hesitate to contact the undersigned at (609) 275-0500 or Peter M. Labonski of
Latham & Watkins LLP at (212) 906-1323. Thank you for your cooperation and your
attention in this matter.
Very Truly Yours,
/s/ MAUREEN B. BELLANTONI
----------------------------
Maureen B. Bellantoni
Executive Vice President and
Chief Financial Officer
cc: Latham & Watkins LLP