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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Martek Biosciences Corp. (MM) | NASDAQ:MATK | 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% | 31.49 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MARTEK BIOSCIENCES CORPORATION
(Name of Subject Company (Issuer))
KONINKLIJKE DSM N.V.
GREENBACK ACQUISITION CORPORATION
(Name of Filing Persons (Offerors))
Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)
572901106
(CUSIP Number of Class of Securities)
Hugh C. Welsh
President and General Counsel
DSM North America
45 Waterview Boulevard
Parsippany, NJ 07054
(973) 257-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Copies to:
William A. Groll
David Leinwand
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
Transaction Valuation*
|
Amount of Filing Fee**
|
|
---|---|---|
$1,146,313,287 | $133,086.97 | |
Amount Previously Paid: $133,086.97 | Filing Party: Koninklijke DSM N.V., Greenback Acquisition Corporation | |
Form or Registration No.: Schedule TO | Date Filed: January 13, 2011 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 3 (this " Amendment ") amends and supplements the Tender Offer Statement on Schedule TO (as amended, the " Schedule TO ") originally filed on January 13, 2011 in connection with the offer by Greenback Acquisition Corporation, a Delaware corporation (" Purchaser ") and an indirect wholly-owned subsidiary of Koninklijke DSM N.V., a corporation organized in the Netherlands (" DSM "), to purchase all outstanding shares of common stock, par value $0.10 (the " Shares "), of Martek Biosciences Corporation, a Delaware corporation (" Martek "), at a price of $31.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 13, 2011 (the " Offer to Purchase "), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the " Offer ."
All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule TO.
Item 11.
Additional Information.
Item 11 is hereby amended and supplemented by adding the following paragraph to Section 15"Certain Legal MattersLitigation" of the Offer to Purchase:
Despite each of Martek's and DSM's belief that the three lawsuits described in this Section 15 (the "Stockholder Actions") are without merit and that the defendants in each of the Stockholder Actions (collectively, "Defendants") ultimately would have prevailed in the defense of the claims, to minimize the costs associated with the Stockholder Actions, on February 4, 2011, Defendants and plaintiffs in the Stockholder Actions ("Plaintiffs") entered into a memorandum of understanding ("MOU") contemplating the settlement of all claims in the Stockholder Actions. Under the MOU, subject to court approval and further definitive documentation, Plaintiffs and the putative class agreed to settle and release, against Defendants and their affiliates and agents, any and all claims in the Stockholder Actions and any and all potential claims related to the Offer and the Merger, the fiduciary obligations of Defendants, the negotiations in connection with the Offer, the Merger and the disclosure obligations of Defendants in connection with the Offer and the Merger, the alleged aiding and abetting of any breach of fiduciary duty and all other allegations in the Stockholder Actions. Pursuant to the terms of the MOU, Martek agreed to provide additional supplemental disclosures to its Schedule 14D-9, which are included in an Amendment to the Schedule 14D-9 being filed by Martek today. Defendants also have stipulated to payments of up to $450,000 to Plaintiffs' counsel for attorney fees and expenses. The settlement is contingent upon, among other things, the Merger becoming effective under the DGCL.
2
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
Dated:
February 7, 2011
KONINKLIJKE DSM N.V. | ||||||
|
|
By: |
|
/s/ HUGH C. WELSH |
||
Name: | Hugh C. Welsh | |||||
Title: |
President and General Counsel,
DSM North America |
|||||
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GREENBACK ACQUISITION CORPORATION |
||||
|
|
By: |
|
/s/ HUGH C. WELSH |
||
Name: | Hugh C. Welsh | |||||
Title: | Secretary and Director |
3
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