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 [ ]
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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.
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(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.
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(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.
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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:
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(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.
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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
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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.
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