SC TO-T/A

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

SCHEDULE TO

(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

KENSEY NASH CORPORATION
(Name of Subject Company (Issuer))

KONINKLIJKE DSM N.V.
BIOMEDICAL ACQUISITION CORPORATION
(Name of Filing Persons (Offerors))

Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)

490057106
(CUSIP Number of Class of Securities)

Hugh C. Welsh
President
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
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**
$401,874,049.50	$46,054.77

*

Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Transaction Valuation was calculated on the basis of (a) 10,438,287 shares of common stock, $0.001 par value per share, of Kensey Nash Corporation (the "Shares"), the estimated maximum number of Shares that may be acquired in this tender offer (consisting of (i) 8,699,431 Shares issued and outstanding as of April 30, 2012, (ii) 1,696,387 Shares issuable upon the exercise of outstanding options and (iii) 42,469 Shares issuable pursuant to outstanding restricted stock awards), multiplied by (b) the offer price of $38.50 per Share.

**

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146.

ý

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:	$46,054.77	Filing Party:	Koninklijke DSM N.V., Biomedical Acquisition Corporation
Form or Registration No.:	Schedule TO	Date Filed:	May 21, 2012

o

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:

ý

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



o

issuer tender offer subject to Rule 13e-4.



o

going-private transaction subject to Rule 13e-3.



o

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: o

        This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") originally filed on May 21, 2012 in connection with the offer by Biomedical 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 $0.001, including the associated Series A Junior Participating Preferred Stock Purchase Rights (the "Shares"), of Kensey Nash Corporation, a Delaware corporation ("Kensey Nash"), at a price of $38.50 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 May 21, 2012 (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 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 Matters—Antitrust Compliance" of the Offer to Purchase:

        On June 6, 2012, DSM issued a press release, the full text of which is filed as Exhibit (a)(5)(H) to this Amendment and is incorporated by reference herein, announcing the expiration of the mandatory waiting period under the HSR Act with respect to the Offer. This condition of the Offer is thus satisfied.

        Item 11 is hereby amended and supplemented by adding the following paragraph to Section 15—"Certain Legal Matters—Litigation" of the Offer to Purchase:

        On May 25, 2012, an amended complaint was filed by the plaintiff in the action captioned Hilary Coyne v. Kensey Nash Corporation, et. al. (Case No. 7508) (the "Amended Complaint"). In addition to the allegations previously made in the original complaint, as described in this Offer to Purchase, the amended complaint generally alleges that Kensey Nash's Recommendation Statement on Schedule 14D-9 is materially misleading and incomplete. Kensey Nash has stated that it continues to believe the lawsuit is without merit. On May 29, 2012, all three of the plaintiffs in the previously filed lawsuits moved to have their cases consolidated, and to have the Amended Complaint serve as the operative complaint for the consolidated proceedings. On June 4, 2012, the Court of Chancery granted that motion.

        On May 29, 2012, the plaintiffs also filed motions (i) for expedited proceedings and (ii) for a preliminary injunction. On June 4, 2012, the Court of Chancery heard argument on the motion for expedited proceedings and on June 5, 2012, denied that motion. Kensey Nash and DSM intend to contest the motion for a preliminary injunction if plaintiffs continue to pursue that motion.

Item 12.    Exhibits.

(a)(5)(H) Press Release issued by DSM on June 6, 2012

2

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: June 6, 2012

KONINKLIJKE DSM N.V.
By:	/s/ Hugh C. Welsh Name:  Hugh C. Welsh Title:    President and General Counsel,              DSM North America
BIOMEDICAL ACQUISITION CORPORATION
By:	/s/ Hugh C. Welsh Name:  Hugh C. Welsh Title:    Secretary and Director

3

EXHIBIT INDEX

(a)(5)(H) Press Release issued by DSM on June 6, 2012

4

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Item 11. Additional Information.
Item 12. Exhibits.

SIGNATURE
EXHIBIT INDEX

EX-99.(A)(5)(H)

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Exhibit (a)(5)(H)

Press Release
Heerlen, 6 June 2012 DSM, Corporate Communications
e-mail: media.relations@dsm.com
www.dsm.com

14E

DSM announces expiration of waiting period under Hart-Scott-Rodino Act

Royal DSM (NYSE Euronext: DSM KON), the global Life Sciences and Materials Sciences company, announced today the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for its previously announced tender offer for all outstanding shares of common stock of Kensey Nash Corporation (NASDAQ: KNSY) at a price of $38.50 per share (the "Offer"). This condition of the Offer is thus satisfied.

The Offer remains subject to the satisfaction of certain other conditions. The Offer is scheduled to expire at 12:00 midnight (New York City time) at the end of Monday, June 18, 2012, unless the Offer is extended.

Kensey Nash
Kensey Nash is a medical device company primarily focused on regenerative medicine utilizing its proprietary collagen and synthetic polymer technology. The company is recognized as a leader for innovative product development and unique technology in the field of resorbable biomaterials. The company has an extensive range of products, which are sold through strategic partners in multiple medical markets, including the cardiology, orthopedic, sports medicine, spine, trauma, craniomaxillofacial and general surgery markets. For more information, visit http://www.kenseynash.com.

DSM—Bright Science. Brighter Living.™
Royal DSM is a global science-based company active in health, nutrition and materials. By connecting its unique competences in Life Sciences and Materials Sciences DSM is driving economic prosperity, environmental progress and social advances to create sustainable value for all stakeholders. DSM delivers innovative solutions that nourish, protect and improve performance in global markets such as food and dietary supplements, personal care, feed, pharmaceuticals, medical devices, automotive, paints, electrical and electronics, life protection, alternative energy and bio-based materials. DSM's 22,000 employees deliver annual net sales of around € 9 billion. The company is listed on NYSE Euronext. More information can be found at www.dsm.com.

For more information:

DSM Corporate Communications	DSM Investor Relations
Herman Betten	Hans Vossen
tel. +31 (0) 45 5782017	tel. +31 (0) 45 5782864
fax +31 (0) 45 5740680	fax +31 (0) 10 4590275
e-mail media.relations@dsm.com	e-mail investor.relations@dsm.com
Kensey Nash Joseph W. Kaufmann Tel. +1 484 713 2100

HEALTH • NUTRITION • MATERIALS

Page 2 of 2
DSM announces expiration of waiting period under Hart-Scott-Rodino Act
6 June 2012

Additional Information
This news release and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Kensey Nash. On 21 May 2012, DSM and its wholly-owned subsidiary, Biomedical Acquisition Corporation, filed a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer and Kensey Nash filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. DSM, Biomedical Acquisition Corporation and Kensey Nash mailed these documents to the stockholders of Kensey Nash. These documents contain important information about the tender offer and stockholders of Kensey Nash are urged to read them carefully. Stockholders of Kensey Nash can obtain a free copy of these documents and other documents filed by Kensey Nash, DSM or Biomedical Acquisition Corporation with the Securities and Exchange Commission at the website maintained by the SEC at www.sec.gov. In addition, stockholders can obtain a free copy of these documents from MacKenzie Partners, Inc., the information agent for the tender offer, toll free at (800) 322-2885 or from DSM.

Forward Looking Information
This news release contains certain forward looking statements that involve a number of risks and uncertainties. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such statements. Such risks and uncertainties include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Kensey Nash stockholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; any conditions imposed by governmental or regulatory authorities in connection with consummation of the tender offer and the merger; satisfaction of various other conditions to the completion of the tender offer and the merger contemplated by the merger agreement; and other risk factors as set forth from time to time in DSM's Annual Report and in filings with the SEC including, but not limited to, Part I, Item 1A of Kensey Nash's Form 10-K for the fiscal year ended June 30, 2011, other Kensey Nash reports on Form 10-K, Form 10-Q and Form 8-K and, when made, DSM's Schedule TO and related documentation and Kensey Nash's Schedule 14D-9 filed in connection with the tender offer. The inclusion of a forward-looking statement herein should not be regarded as a representation by DSM or Kensey Nash that DSM's or Kensey Nash's objectives will be achieved. DSM and Kensey Nash undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

The English language version of this press release supersedes all other language versions.

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Exhibit (a)(5)(H)