Amended Tender Offer Statement by Third Party (sc To-t/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Schedule TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

 

 

Cellular Dynamics International, Inc.

(Name of Subject Company (Issuer))

Badger Acquisition Corporation

(Offeror)

a wholly owned direct subsidiary of

FUJIFILM Holdings America Corporation

(Direct Parent of Offeror)

a wholly owned direct subsidiary of

FUJIFILM Corporation

(Parent of Offeror)

a wholly owned direct subsidiary of

FUJIFILM Holdings Corporation

(Ultimate Parent of Offeror and Co-Offeror)

(Name of Filing Persons)

 

 

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

15117V109

(CUSIP Number of Class of Securities)

Corporate Planning Div. Corporate Planning Group

FUJIFILM Holdings Corporation

7-3 Akasaka 9-chome, Minato-ku

Tokyo 107-0052, Japan

[phone]

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

 

Morrison & Foerster LLP Shin-Marunouchi Building 29th Floor 5-1, Marunouchi 1-chome, Chiyoda-ku Tokyo 100-6529, Japan [phone] Attention: Gary M. Smith, Esq. and Kenji P. Taneda, Esq.		Morrison & Foerster LLP 250 West 55th Street New York, NY 10019-9601, U.S.A. 212-468-8000 Attention: Jeffery Bell, Esq.

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$307,143,622.5		$35,690

*

Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 18,614,765 shares of common stock, par value $0.0001 per share (the “Shares”), of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), at a purchase price of $16.50 per share. Such number of shares consists of (i) 15,814,008 Shares issued and outstanding as of March 27, 2015, and (ii) 2,800,757 Shares that are issuable under options and warrants.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by multiplying the transaction value by 0.0001162.

 

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.

 

Amount Previously Paid: $35,690		Filing Party: FUJIFILM Holdings Corporation
Form or Registration No.: Schedule TO		Date Filed: April 3, 2015

 

¨	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:

 

x

third-party tender offer subject to Rule 14d-1.

¨

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

 

 

 

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This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO filed by Badger Acquisition Corporation, a Wisconsin corporation (“Purchaser”) and a wholly owned direct subsidiary of FUJIFILM Holdings America Corporation, a Delaware corporation and a wholly owned direct subsidiary of FUJIFILM Corporation, a corporation organized under the laws of Japan and a wholly owned direct subsidiary of FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), with the Securities and Exchange Commission (the “SEC”) on April 3, 2015 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of the common stock, par value $0.0001 per share (the “Shares”), of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), at a price of $16.50 per Share, net to the seller in cash (less any applicable withholding of taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 3, 2015 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

This Amendment No. 3 is being filed on behalf of Parent and Purchaser, each of which may be considered a co-bidder for SEC purposes with respect to the Offer. The filing of this Amendment No. 3 by the other filings persons is not an admission that such other filings persons (or any of their affiliates other than Parent and Purchaser) is a bidder within the meaning of Rule 14d-1 under the Securities Exchange Act of 1934, as amended.

The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated by reference in answers to Items 1 through 13 of the Schedule TO, and is supplemented by the information specifically provided herein.

This Amendment No. 3 is being filed to amend and supplement Items 11 and 12 of Schedule TO as reflected below.

 

Item 11.

Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

The initial period of the Offer expired at 11:59 PM, New York City time, on Thursday, April 30, 2015. According to the Depositary, as of the expiration of the initial offering period, a total of 14,409,372 Shares, representing approximately 90.9177% of the outstanding Shares, were validly tendered and not validly withdrawn prior to the expiration of the Offer. Purchaser has accepted all such Shares for payment in accordance with the terms of the Offer, including 94,182 of such Shares that were tendered pursuant to the Offer’s guaranteed delivery procedure.

Parent expects to effect a merger of Purchaser with and into the Company through a “short-form” merger under Section 180.1104 of the Wisconsin Business Corporation Law as provided under the Merger Agreement. Following the acquisition, the Company will be the surviving corporation and will become a wholly owned indirect subsidiary of Parent. In the merger, each of the remaining Shares, other than any Shares owned or held by the Company, Purchaser, Parent or any of their respective subsidiaries, will be cancelled and converted into

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the right to receive the same $16.50 net per Share in cash that was paid pursuant to the Offer, without interest and less any applicable withholding of taxes. The Company’s common stock will cease to be traded on the Nasdaq Global Market (“Nasdaq”) following the merger, unless Nasdaq delists the Company’s common stock sooner because there are insufficient remaining shareholders and publicly-held shares following the closing of the Offer.

On May 1, 2015, Parent filed a Japanese-language press release with the Tokyo Stock Exchange announcing the expiration and results of the Offer and the expected consummation of the Merger at the Effective Time as provided under the Merger Agreement. The English translation of such press release is attached as (a)(1)(I)) 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)(1)(I)		English translation of the press release filed by Parent with the Tokyo Stock Exchange on May 1, 2015.

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SIGNATURES

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.

Date: May 1, 2015

 

		FUJIFILM Holdings Corporation
By:		/s/ Shigehiro Nakajima
Name:		Shigehiro Nakajima
Title:		Authorized Signatory of FUJIFILM Holdings Corporation, and Attorney in Fact for FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Badger Acquisition Corporation.

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EXHIBIT INDEX

 

(a)(1)(A)		Offer to Purchase dated April 3, 2015 (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(a)(1)(B)		Form of Letter of Transmittal (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(a)(1)(C)		Form of Notice of Guaranteed Delivery (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(a)(1)(F)		Joint Press Release issued by Parent and the Company on March 30, 2015 (incorporated by reference to the Schedule TO-C filed by Parent with the SEC on March 30, 2015).
(a)(1)(G)		Press Release issued by Parent in Japan on March 30, 2015 (incorporated by reference to the Schedule TO-C filed by Parent with the SEC on March 30, 2015).
(a)(1)(H)		Summary Advertisement as published on April 3, 2015 (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(a)(1)(I)		English translation of the press release filed by Parent with the Tokyo Stock Exchange on May 1, 2015.*
(d)(1)		Agreement and Plan of Merger, dated as of March 30, 2015, among Parent, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 30, 2015).
(d)(2)		Tender and Support Agreements, dated as of March 30, 2015, among Parent, Purchaser and certain shareholders of the Company (the form of which is incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 30, 2015).
(d)(3)		Confidentiality Agreement, dated January 26, 2015, between the Company and FUJIFILM Corporation (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).
(d)(4)		Promissory Note, dated March 30, 2015, made by the Company in favor of FUJIFILM Holdings America Corporation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the SEC on March 30, 2015).
(d)(5)		Joint Filing Agreement and Power of Attorney, dated April 3, 2015, by and among Parent, FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Purchaser (filed as an exhibit to the Schedule TO filed by Parent with the SEC on April 3, 2015).

 

*	Filed herewith.

Exhibit (a)(1)(I)

 

NEWS RELEASE		FUJIFILM GROUP

 

Successful closure of the TOB for Cellular Dynamics International Inc.,

a leading U.S. company in the development and manufacture of iPSCs

May 1, 2015

On April 3, 2015, FUJIFILM Holdings Corporation (President: Mr. Shigehiro Nakajima) (hereafter, “Fujifilm”) launched a tender offer bid (hereafter, “TOB”) offering USD 16.50 per share for the issued and outstanding shares of common stock of Cellular Dynamics International, Inc., a leading company in the development and manufacture of iPS Cells (CEO: Robert Palay, Headquarters: Madison, Wisconsin, USA, NASDAQ listed, Securities code: ICEL) (hereafter, “CDI”). The TOB period expired on April 30, 2015 at 11:59 PM (U.S. Eastern Standard Time). The TOB is now successfully completed. On May 1, 2015 (U.S. Eastern Standard Time), following the completion of the necessary procedures, CDI will become a wholly-owned subsidiary of Fujifilm.

Having Japan Tissue Engineering as its subsidiary, Fujifilm has been strengthening its competitive advantages in the area of regenerative medicines by leveraging its high performance materials and engineering capabilities. Japan Tissue Engineering is a market leader in that field and has therapeutic tissues manufacturing technologies. Fujifilm has now expanded its portfolio in this field further by welcoming CDI, a global leader in drug discovery support through iPS Cells related technologies and knowhow, into its group. Fujifilm will seek to become a global leader of regenerative medicines by concentrating technologies and know how in the expanded group.

The TOB details as below;

Details

1. Overview of the TOB

1. Company placing the bid:

A special-purpose company (SPC) established for the purpose of the acquisition under a US subsidiary of Fujifilm.

2. Company being bid on:

Cellular Dynamics International, Inc.

3. Type of stock certificates, etc. to be purchased:

Common stock.

4. Offer price:

USD 16.50 per share.

5. Funds required to purchase:

Approximately USD 307 million (expected).

This represents the funds required for the purchase of all of the shares of CDI common stock, including options, warrants, and all other equity securities.

 

FUJIFILM Holdings Corporation: 7-3, Akasaka 9-chome, Minato-ku, Tokyo 107-0052, Japan

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Completion of the acquisition is not subject to any financing conditions and Fujifilm possesses sufficient funds to complete the acquisition.

6. Offer period:

April 3, 2015 to April 30, 2015 (U.S. Eastern Standard Time)

7. Minimum tender condition:

The SPC will make the purchase if the number of shares tendered is greater than the minimum threshold set forth in the agreement with CDI regarding the acquisition.

2. Results of the TOB

1. Acquisition status as of April 30, 2015 at 11:59 PM (US Eastern Standard Time):

Percentage of outstanding shares planned to be purchased in the TOB: 100%.

Percentage (number) of outstanding shares tendered: approximately 90.9% (14,409,372 shares).

(including approximately 0.6% (94,182 shares) tendered through Notice of Guaranteed Delivery*)

2. Outcome:

The number of shares tendered exceeds the minimum threshold set forth in the agreement with CDI regarding the acquisition, so the SPC will purchase all shares tendered

3. Funds required for the purchase of the shares:

Approximately USD 238 million.

 

*

Notice of Guaranteed Delivery

Notice of Guaranteed Delivery is a document enabling stockholder who is unable for certain reasons to complete the required procedures to tender shares prior to the expiration of the tender offer to do so through an eligible financial institution within three trading days following the closing of the tender offer.

3. Plans after the TOB is finalized

On May 1, 2015 (US Eastern Standard Time), after the completion of the purchase, the SPC will merge with CDI, the surviving company, in a short form merger based on Wisconsin state law, after which CDI will become a wholly-owned subsidiary of a Fujifilm subsidiary in the U.S.

4. Forecast

The effects of this purchase on the consolidated earnings forecast of Fujifilm for this fiscal year will be minimal, and have already been factored into the forecast.

MEDIA CONTACTS:

•        FUJIFIILM Holdings Corporation, Corporate Planning Division, Corporate Communications office:

 

Tel: [phone]

 

•        Edelman U.S.A.:

Tel. [phone]; Mobile [phone] (Suvanto)

 

Tel. [phone]; Mobile [phone] (Bowles)