SC TO-I/A 1 lvb2-toia2_0801.htm Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 2
 
 
 
 
 
LVB ACQUISITION, INC.
 (Exact name of registrant as specified in its charter)
 
 


 
(Name of Subject Company (Issuer) and Filing Person (Offeror))
 
Restricted Stock Units
(Title of Class of Securities)
 
N/A
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Jody S. Gale
Vice President & Associate General Counsel
Biomet, Inc.
56 East Bell Drive
PO Box 587
Warsaw, Indiana 46581
 
 
 
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Person)
 
With a copy to:

Arthur H. Kohn, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
 

 
 
 

 
 
 
 
Calculation of Filing Fee
 
     
Transaction Valuation*
  
Amount of Filing Fee**
$84,026,250
  
$9,629.41
 
*
Estimated solely for purposes of determining the filing fee. The calculation of the Transaction Valuation assumes that all outstanding RSUs to purchase shares of LVB Acquisition, Inc. common stock that are eligible for exchange in the offer will be cancelled pursuant to the offer and exchanged for RSUs. These new RSUs will cover a maximum aggregate of 10,670,000 shares of LVB Acquisition, Inc. common stock with an approximate aggregate value of $84,026,250, based on the fair market valuation of a share of LVB Acquisition, Inc. common stock determined by the Compensation Committee of LVB Acquisition, Inc. on May 18, 2012 ($7.875).
 
**
The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $114.60 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.
 
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: $9,629.41
  
Filing Party: LVB Acquisition, Inc.
   
Form or Registration No.: 005-8672
  
Date Filed: July 2, 2012
 
¨
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:  x
 
 


 
 
 

TABLE OF CONTENTS
 
   Page 
 ITEM 4. TERMS OF THE TRANSACTION 4
SIGNATURE  5
 
 
 
 

INTRODUCTORY STATEMENT

This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2012 (“Schedule TO”), as amended by Amendment No. 1 to the Schedule TO filed with the SEC on July 16, 2012 (“Amendment No. 1”),  by LVB Acquisition, Inc., a Delaware corporation (“Company”), relating to the one-time restricted stock unit (“RSU”) exchange offer pursuant to which the Company is offering certain employees the opportunity to exchange certain RSUs (“eligible RSUs”), whether vested or unvested, covering an aggregate of 3,645,000 shares that were granted under the Company’s Restricted Stock Unit Plan.  These eligible RSUs may be exchanged as consideration for RSUs to be granted under the Company’s 2012 Restricted Stock Unit Plan (the “2012 Plan”), upon the terms and conditions set forth in the Offer to Exchange Certain Outstanding Restricted Stock Units for Restricted Stock Units, dated July 2, 2012 (the “Offer”), and Amendment No. 1.
 

ITEM 4.
TERMS OF THE TRANSACTION.
 
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
 
“The Offer made by the Company expired at midnight EDT, on July 30, 2012. Pursuant to the Offer, the Company accepted for exchange eligible RSUs underlying an aggregate of 3,665,000 shares of the Company’s common stock. In accordance with the terms and conditions of the Offer, on July 31, 2012, the Company granted 10,795,000 new restricted stock units in exchange for the cancellation of such tendered RSUs.”
 

 
4
 

 
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 1, 2012
      
LVB Acquisition, Inc.
       
       
By:
  
/s/    Bradley J. Tandy
           
Name: Bradley J. Tandy
           
Title: Senior Vice President, General Counsel and Secretary
           
          
 

 
 
 
 
 
 
 
 
 
 
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