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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Possis Medical (MM) | NASDAQ:POSS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.49 | 0 | 01:00:00 |
Common Stock, $.40 par value per share | 737407106 | |
(Title of classes of securities) | (CUSIP number of common stock) |
Transaction Valuation(1) | Amount of Filing Fee(2) | |||
$362,167,937 | $14,234 |
(1) |
Estimated solely for purposes of calculating amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange
Act of 1934, as amended (the Exchange Act). The transaction value was calculated by multiplying the tender offer price of
$19.50 per share by the number of shares of common stock, par value $.40 per share, of Possis Medical, Inc. (Shares)
outstanding on a fully-diluted basis to be acquired in the tender offer as of February 8, 2008, based upon representations by
Possis Medical, Inc. in the Agreement and Plan of Merger dated as of February 11, 2008, as amended by Amendment No.1 dated
February 20, 2008 (as amended, the Merger Agreement), among Possis Medical, Inc., MEDRAD, Inc. and Phoenix Acquisition Corp.,
consisting of (a) 17,034,157 shares issued and outstanding and (b) 3,542,134 shares subject to outstanding company stock options
with a weighted average exercise price of approximately $11.03.
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|
(2) |
The amount of the filing fee is calculated in accordance with Rule 0-11 of the Exchange Act by multiplying the transaction
valuation by 0.0000393.
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|
x |
Check the 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.
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Amount Previously Paid: $14,234
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Filing Party: | Phoenix Acquisition Corp., MEDRAD, Inc. and Bayer Aktiengesellschaft | ||||
Form or Registration No.: Schedule TO
|
Date Filed: | February 25, 2008 |
o |
Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
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|
Check the appropriate boxes below to designate any transactions to which the statement relates:
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|
x | third party tender offer subject to Rule 14d-1 | ||
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o | issuer tender offer subject to Rule 13e-4 | ||
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o | going private transaction subject to Rule 13e-3 | ||
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o | 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 |
(a)(5)(iii) | Press Release issued by Parent, dated April 2, 2008. |
PHOENIX ACQUISITION CORP.
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||||
By: | /s/ John P. Friel | |||
Name: | John P. Friel | |||
Title: | President and Chief Executive Officer | |||
MEDRAD, INC.
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||||
By: | /s/ John P. Friel | |||
Name: | John P. Friel | |||
Title: | President and Chief Executive Officer | |||
BAYER AKTIENGESELLSCHAFT
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||||
By: | /s/ Marc-Oliver Klemm | |||
Name: | Marc-Oliver Klemm | |||
Title: | Authorized Representative | |||
By: | /s/ A. Bey | |||
Name: | Dr. Alexander Bey | |||
Title: | Authorized Representative | |||
(a)(1)(i)
|
Offer to Purchase, dated February 25, 2008.* | |
(a)(1)(ii)
|
Form of Letter of Transmittal.* | |
(a)(1)(iii)
|
Form of Notice of Guaranteed Delivery.* | |
(a)(1)(iv)
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(v)
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(vi)
|
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
(a)(1)(vii)
|
Form of Summary Advertisement as published on February 25, 2008 in The Wall Street Journal.* | |
(a)(5)(i)
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Press Release issued by Parent and the Company on February 11, 2008.(1)* | |
(a)(5)(ii)
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Press Release issued by Parent on March 26, 2008.* | |
(a)(5)(iii)
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Press Release issued by Parent on April 2, 2008. | |
(b)
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None. | |
(d)(1)
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Agreement and Plan of Merger, dated as of February 11, 2008, by and among MEDRAD, Inc., Phoenix Acquisition Corp. and Possis Medical, Inc. (the Agreement and Plan of Merger).(2)* | |
(d)(2)
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Amendment No.1, dated February 20, 2008, to the Agreement and Plan of Merger.(3)* | |
(d)(3)
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Form of Tender and Support Agreement entered into between Parent and each of the directors and executive officers of Possis Medical, Inc. on February 11, 2008.(2)* | |
(d)(4)
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Employment Agreement, dated as of February 10, 2008, by and between the Company and Robert G. Dutcher. (2)* | |
(d)(5)
|
Employment Agreement, dated as of February 19, 2008, by and between the Company and Jules Fisher.(3)* | |
(d)(6)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and Irving Colacci.(3*). | |
(d)(7)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and James D. Gustafson.(3)* | |
(d)(8)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and Shawn F. McCarrey.(3)* | |
(d)(9)
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Employment Agreement, dated as of February 19, 2008, by and between the Company and John Riles.(3)* | |
(d)(10)
|
Employment Agreement, dated as of February 19, 2008, by and between the Company and Robert J. Scott.(3)* | |
(d)(11)
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Mutual Confidentiality Agreement, dated as of October 12, 2007, by and between Parent and the Company.(3)* | |
(g)
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None. | |
(h)
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None. |
* | Previously filed. | |
(1) | Incorporated by reference to the Schedule TO-C filed by Phoenix Acquisition Corp., MEDRAD, Inc. and Bayer AG on February 11, 2008. | |
(2) | Incorporated by reference to Form 8-K filed by Possis Medical, Inc. on February 11, 2008. | |
(3) | Incorporated by reference to Schedule 14D-9 filed by Possis Medical, Inc. on February 25, 2008. |
1 Year Possis Medical (MM) Chart |
1 Month Possis Medical (MM) Chart |
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