-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMEEWA4UwxrvqG9QB+VT1EWEPPN3xEHhCP91lcNc/ZPgdb7K5IRtyxeMBHdt8T7g q0Nro/VdX+R0yteQMCzK/A== 0000912057-02-008665.txt : 20020415 0000912057-02-008665.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-008665 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020305 GROUP MEMBERS: SHL TELEMEDICINE LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHL TELEMEDICINE ACQUISITION CORP CENTRAL INDEX KEY: 0001166833 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 90 IGAL STREET CITY: TEL AVIV ISRAEL STATE: L5 ZIP: 67891 MAIL ADDRESS: STREET 1: 90 IGAL STREET CITY: TEL AVIV ISREAL STATE: L5 ZIP: 67891 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP CENTRAL INDEX KEY: 0001002017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 942787342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44873 FILM NUMBER: 02567021 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6503490800 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 SC TO-T/A 1 a2071724zscto-ta.txt SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ------------------------------ RAYTEL MEDICAL CORPORATION (Name of Subject Company) ------------------------------ SHL TELEMEDICINE ACQUISITION CORP. an indirect wholly-owned subsidiary of SHL TeleMedicine Ltd. and SHL TELEMEDICINE LTD. (Name of Filing Persons -- Offerors) ------------------------------ COMMON STOCK, PAR VALUE $.001 PER SHARE (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) ------------------------------ 755107109 (CUSIP Number of Class of Securities) ------------------------------ Erez Nachtomy SHL TeleMedicine Ltd. 90 Igal Alon Street Tel Aviv, Israel 67891 + 972-3-561-2212 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Filing Persons) ------------------------------ Copies to: Andrew C. Freedman, Esq. Roy L. Goldman, Esq. Steven I. Suzzan, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000
CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $32,568,606.25 $6,513.73 ================================================================================
* Estimated for purposes of calculating the amount of the filing fee only in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based upon (a) $10.25 multiplied by (b) 3,177,425, representing the aggregate number of shares of Raytel Medical Corporation Common Stock outstanding as of February 7, 2002, plus the maximum number of shares expected to be issued pursuant to outstanding options and Raytel's Employee Stock Purchase Plan prior to the date the offer is expected to be consummated. ** The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of 1% of the transaction value. / / 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: $6,513.73 Filing Party: SHL TeleMedicine Acquisition Corp. Form or Registration No.: SC-TO-T (005-44873) Date Filed: February 22, 2002
/ / 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: / / This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO initially filed on February 22, 2002 (as amended, this "Schedule TO") by SHL TeleMedicine Acquisition Corp., a Delaware corporation (the "Purchaser") and an indirect-wholly owned subsidiary of SHL TeleMedicine Ltd., an Israeli corporation ("SHL"), and SHL relating to the third-party tender offer by Purchaser to purchase all the outstanding shares of common stock, par value $0.001 per share, of Raytel Medical Corporation, a Delaware corporation ("Raytel"), including the associated rights to purchase the Series A Preferred Stock issued pursuant to the Rights Agreement, dated as of August 14, 1998, by and between Raytel and BankBoston, N.A., as Rights Agent (together, the "Shares"), at a purchase price of $10.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 22, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). This Amendment No. 2 is being filed on behalf of the Purchaser and SHL. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by the following: On March 5, 2002 SHL issued a press release announcing its financial results for the year ended December 31, 2001 and reporting the filing of a lawsuit against Raytel, members of its Board of Directors and others. A copy of the press release is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by reference. ITEM 12. EXHIBITS. The following Exhibits are filed herewith: *(a)(1)(A) Offer to Purchase dated February 22, 2002. *(a)(1)(B) Form of Letter of Transmittal. *(a)(1)(C) Form of Notice of Guaranteed Delivery. *(a)(1)(D) Form of Letter to Brokers, Dealers, Banks, Trusts Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients. *(a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(G) Press Release issued by SHL on February 8, 2002 (incorporated by reference to Offerors' Schedule TO filed February 11, 2002). *(a)(1)(H) Press Release issued by SHL on February 25, 2002 (incorporated by reference to Amendment No. 1 to Offerors' Schedule TO filed February 25, 2002). (a)(1)(I) Press Release issued by SHL on March 5, 2002. (b) None. *(d)(1) Agreement and Plan of Merger dated as of February 7, 2002, by and between SHL, the Purchaser and Raytel (incorporated by reference to Exhibit 1 to Offerors' Schedule 13D filed February 19, 2002). *(d)(2) Stockholders Agreement dated as of February 7, 2002, by and between SHL, the Purchaser and Richard F. Bader, Jason Sholder, Swapan Sen, John F. Lawler, Jr., Gene I. Miller and Allan Zinberg (incorporated by reference to Exhibit 2 to Offerors' Schedule 13D filed February 19, 2002). *(d)(3) Confidentiality Agreement dated as of November 29, 2001 between SHL and Raytel. (g) None. (h) None.
* Previously filed 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. SHL TELEMEDICINE ACQUISITION CORP. By: /s/ YARIV ALROY -------------------------------- Name: Yariv Alroy Title: Co-President SHL TELEMEDICINE LTD. By: /s/ YARIV ALROY -------------------------------- Name: Yariv Alroy Title: Co-President Dated: March 5, 2002 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- *(a)(1)(A) Offer to Purchase dated February 22, 2002. *(a)(1)(B) Form of Letter of Transmittal. *(a)(1)(C) Form of Notice of Guaranteed Delivery. *(a)(1)(D) Form of Letter to Brokers, Dealers, Banks, Trusts Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients. *(a)(1)(F) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(G) Press Release issued by SHL on February 8, 2002 (incorporated by reference to Offerors' Schedule TO filed February 11, 2002). *(a)(1)(H) Press Release issued by SHL on February 25, 2002 (incorporated by reference to Amendment No. 1 to Offerors' Schedule TO filed February 25, 2002). *(a)(1)(I) Press Release issued by SHL on March 5, 2002. *(d)(1) Agreement and Plan of Merger dated as of February 7, 2002, by and between SHL, the Purchaser and Raytel (incorporated by reference to Exhibit 1 to Offerors' Schedule 13D filed February 19, 2002). *(d)(2) Stockholders Agreement dated as of February 7, 2002, by and between SHL, the Purchaser and Richard F. Bader, Jason Sholder, Swapan Sen, John F. Lawler, Jr., Gene I. Miller and Allan Zinberg (incorporated by reference to Exhibit 2 to Offerors' Schedule 13D filed February 19, 2002). *(d)(3) Confidentiality Agreement dated as of November 29, 2001 between SHL and Raytel.
* Previously filed. EX-99.(A)(1)(I) 3 a2072613zex-99_a1i.txt EXHIBIT 99(A)(1)(I) Exhibit 99(a)(1)(I) SHL TELEMEDICINE LTD. REPORTS STRONG GROWTH FOR 2001 TEL AVIV / ZURICH, MARCH 5, 2002 - SHL TELEMEDICINE LTD. (SWX NM: SHLTN) ANNOUNCES STRONG RESULTS FOR THE YEAR ENDED DECEMBER 31, 2001 SHL is pleased to announce the results for its 2001 financial year. The results reflect continued strong growth in revenues as well as in operating and net profit. Growth has been achieved in the local market and through development of its operations in the international markets. For the year ended December 31, 2001 SHL revenues totaled USD 30.6 million, a 57% increase over the 2000 revenues of USD 19.5 million. Net profit for the year amounted to USD 12.1 million compared to USD 1.2 million for the year ended December 31, 2000 while EPS for the year totaled USD 1.13 compared to USD 0.18 for 2000. CONTINUED IMPROVEMENT IN OPERATING INCOME AND MARGINS These results were achieved primarily as a result of the substantial increase in sales of devices and services in Israel and abroad coupled with improved margins. Gross profit increased to USD 20.0 million with a gross margin of 65% which amounted to a 68% increase over 2000's gross profit of USD 11.9 million on a 61% gross margin. As a result both EBITDA and EBIT were also significantly higher than in 2000. EBITDA for the year amounted to USD 10.8 million - some 35% of revenue - and EBIT totaled USD 9.0 million, 29% of revenue. The comparative figures for 2000 were USD 5.7 million and USD 4.4 million or 29% and 22% of revenue respectively. INCREASE IN NET PROFIT, STRONG BALANCE SHEET SHL's net pre tax profit of USD 17.3 million reflected the benefit of financial income of USD 8.4 million which resulted from the effects of the decline in the value of the shekel to the dollar and interest received on the Company's liquid resources. In 2000 SHL's pre tax profit of USD 2.2 million was derived after recording financial expenses of USD 2.2 million. Net profit after tax of USD 12.1 million is presented net of the Company's USD 2.5 million provision against its loan to Philips HeartCare Telemedicine Services Europe B.V. ("the Joint Venture"). This provision represents the extent of the Company's share in the losses associated with the start up operations of the joint venture in 2001. 1/5 SHL's balance sheet at year-end showed cash and short-term deposits of USD 60.2 million. Shareholders' equity amounted to USD 95.1 million, which leads to an equity ratio of 69.8%. NATIONAL AND INTERNATIONAL EXPANSION Yoram Alroy, SHL Chief Executive Officer and Chairman of the Board: "After the successful completion of our IPO on the SWX New Market in late 2000, the year 2001 was important for our international expansion. With Philips Medical Systems, SHL found a strong partner and was able to bring personal telemedicine to European markets. The partnership combines many years of experience with over 60,000 clients and a strong brand name as a basis for an excellent network within the medical community. Growth has been achieved on an international level and was also very strong in the local market. We are thrilled to see the export of our "peace of mind concept" internationally." In September, the Joint Venture with Philips opened its first medical monitoring center in Zurich, Switzerland, and later, a second center was soon fully operating in Duesseldorf, Germany. The Joint Venture plans to open further medical monitoring centers in the coming years. At year end SHL acquired the shares of Bikurofe Ltd., an Israeli medical call center service provider, for some USD 7.8 million. The transaction enables SHL to widen its offering and employ cross sales to a large customer base. OUTLOOK - ENTERING THE U.S. MARKET IN 2002 In the course of SHL's international expansion, in February 2002, the company announced an agreement with Raytel Medical Corporation ("Raytel") to begin a tender offer to purchase all of the outstanding common stock of Raytel for USD 10.25 net per share in cash, in a total of $31 million. The offer is contingent on the acceptance of the offer by holders of a majority of Raytel's shares and is open until 21 March 2002, unless otherwise extended. SHL will not need to materially draw down from its existing liquid resources in order to finance the acquisition. On 28 February 2002 Raytel reported the filing of a purported class action lawsuit opposing the proposed merger transaction between Raytel and SHL. Raytel, members of its board of directors and other individuals have been named as defendants. Neither SHL nor any individuals associated with SHL are named as defendants in the complaint. According to Raytel's announcement, the lawsuit generally alleges that the individual defendants breached their fiduciary duties of loyalty, good faith and independence in connection with the proposed 2/5 merger transaction by engaging in self-dealing. The press release also noted that Raytel believes that the complaint lacks merit and intends to vigorously defend the lawsuit. The filing of the lawsuit has not caused the Special Committee of its Board of Directors or the Board of Directors to change their respective recommendations in favor of the tender offer. Raytel is a leading U.S. provider of remote cardiac monitoring and testing. Raytel has an established customer base of about 162,000 customers throughout the US. Over the years it has built up strong professional relationships with approximately 10,000 physicians and cardiologists. The acquisition of Raytel will enable SHL to extend its telemedicine capabilities in the cardiac diagnostic monitoring field and provide a platform for its entry into the US market utilizing Raytel's customer base, distribution channels and close relations with the US medical community. 3/5 FINANCIAL DATA FOR THE FULL YEAR 2001 Thousands of USD
INCOME STATEMENT 2000 2001 ---- ---- Revenue 19,537 30,615 Gross profit 11,905 19,979 Gross margin 60.9% 65.3% EBITDA 5,716 10,830 EBITDA margin 29.3% 35.4% EBIT 4,374 9,032 EBIT margin 22.4% 29.5% Net profit (loss) 1,180 12,056 ----- ------
BALANCE SHEET 12/31/2000 12/31/2001 ---------- ---------- Cash and short term deposits 63,403 60,187 Inventories and trade debtors 9,984 15,106 Deferred taxes 143 418 Long-term assets 21,323 35,329 Fixed assets 2,257 2,666 Other assets 17,606 22,525 Total Assets 114,716 136,231 ------- -------
BALANCE SHEET 12/31/2000 12/31/2001 ---------- ---------- Credit from banks and others 3,066 20,087 Other short-term liabilities 3,869 7,319 Long-term liabilities 16,008 13,752 Shareholders' equity 91,773 95,073 Total Liabilities and Shareholders' Equity 114,716 136,231 ------- -------
4/5 ABOUT SHL TELEMEDICINE SHL TELEMEDICINE LTD. DEVELOPS AND MARKETS ADVANCED PERSONAL TELEMEDICINE SYSTEMS AS WELL AS MEDICAL CALL CENTER SERVICES TO SUBSCRIBERS. IT PROVIDES REMOTE MONITORING SERVICES IN CARDIOLOGY AND PULMONOLOGY FOR A VARIETY OF PATIENTS RANGING FROM INDIVIDUALS WITH A MEDICAL HISTORY OR CHRONICALLY ILL INDIVIDUALS TO OTHER CONSUMERS WHO WISH TO TAKE A MORE ACTIVE ROLE IN MANAGING THEIR HEALTH. INDIVIDUALS CAN TRANSMIT INDICATIONS OF CARDIAC OR PULMONARY FUNCTIONS (E.G. 12-LEAD EKG, BLOOD PRESSURE AND SPIROMETRY READINGS) VIA PHONE TO A MEDICAL CALL CENTER STAFFED WITH TRAINED MEDICAL PERSONNEL FOR MONITORING, ANALYSIS, AND INSTRUCTION. SHL IS QUOTED ON THE SWX NEW MARKET, SYMBOL SHLTN. ADDITIONAL INFORMATION ON SHL TELEMEDICINE IS AVAILABLE AT WWW.SHL-TELEMEDICINE.COM. *** This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Raytel. SHL TeleMedicine has filed a Tender Offer Statement with the U.S. Securities and Exchange Commission and Raytel has filed a Solicitation/Recommendation Statement with respect to the offer. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the offer. Raytel has filed a copy of the complaint with its Solicitation/Recommendation Statement. The Tender Offer Statement (including the offer to purchase, the related letter of transmittal and all other documents filed with the commission) and the Solicitation/Recommendation Statement have been mailed to Raytel stockholders and are also available for free at the commission's website at www.sec.gov. FOR FURTHER INFORMATION PLEASE CONTACT: Erez Alroy, Co-President, Phone: +972 3 561 2212, EREZ@SHL-TELEMEDICINE.COM Martin Meier-Pfister, IR Office @ Wirz, Phone: +41 1 457 56 30, SHL-TELEMEDICINE@WIRZ.CH NEXT PUBLICATIONS 16 May 2002 Results Q1 20 August 2002 Results Q2 5/5 -----END PRIVACY-ENHANCED MESSAGE-----