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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(AMENDMENT NO. 2)
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. 2 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 (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 condition that the Offer is contingent upon the tender or
exchange of at least 50% of the principal amount of Old Notes
outstanding, as described in the Offer to Exchange on the cover, page 2
of the Summary and page 35, is hereby waived.
(2) The Offer has been extended from 5:00 p.m., New York City
time, on August 14, 2006, until 5:00 p.m., New York City time, on
August 28, 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 New
York Stock Exchange trading day after the previously scheduled
Expiration Date.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following language:
On August 14, 2006, the Company announced the extension of the Offer
and the waiver of a condition as described above under Items 1 and 4 of
this Amendment, a copy of which is filed as Exhibit (a)(5)(iii) 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)(5)(iii) Press Release, dated August 14, 2006.
3
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 14, 2006 INTEGRA LIFESCIENCES HOLDINGS
CORPORATION
By: /s/ Maureen B. Bellantoni
-------------------------------------------
Name: Maureen B. Bellantoni
Title: Executive Vice President and Chief
Financial Officer
4
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.*
(a)(5)(iii) Press Release, dated August 14, 2006.
* Previously filed.
5
EX-99.(a)(5)(iii)
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, AUGUST 14, 2006 - INTEGRA LIFESCIENCES HOLDINGS
CORPORATION (NASDAQ: IART) ANNOUNCED TODAY THAT IT HAS WAIVED A CONDITION AND
EXTENDED THE EXPIRATION DATE 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.
INTEGRA HAS WAIVED THE CONDITION TO THE EXCHANGE OFFER THAT AT LEAST 50% OF THE
OUTSTANDING OLD NOTES BE EXCHANGED.
IN ADDITION, THE EXPIRATION DATE OF THE EXCHANGE OFFER HAS BEEN EXTENDED FROM
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2006 UNTIL 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 28, 2006, UNLESS FURTHER EXTENDED OR EARLIER TERMINATED BY
INTEGRA. AS OF 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2006, AN AGGREGATE
PRINCIPAL AMOUNT OF $22,858,000 OF OLD NOTES HAD BEEN TENDERED.
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