-----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, L8HknI3I9QZPAWMetP0N7nDVePa9BcL5dcbBoeNwpldtLSd5Iiv+CHtPAijQW+gO yJiSp3XRegcsx0xgzrG8lw== 0000950157-08-001016.txt : 20081217 0000950157-08-001016.hdr.sgml : 20081217 20081217172349 ACCESSION NUMBER: 0000950157-08-001016 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081217 DATE AS OF CHANGE: 20081217 GROUP MEMBERS: BINDER MERGER SUB, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Omrix Biopharmaceuticals, Inc. CENTRAL INDEX KEY: 0001349426 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 522147005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82558 FILM NUMBER: 081255855 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: (212) 887-6500 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0114 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 SC TO-T/A 1 sctota.htm AMENDMENT NO. 4 sctota.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
 
Amendment No. 4
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
OMRIX BIOPHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
 
BINDER MERGER SUB, INC.
(Offeror)
A Wholly-Owned Subsidiary of
 
JOHNSON & JOHNSON
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
 
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
 
681989109
(CUSIP Number of Class of Securities)
 
James J. Bergin, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(732) 524-0900
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
 
Copies to:
 
Robert I. Townsend, III
Eric L. Schiele
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
 
   
CALCULATION OF FILING FEE
    
Transaction Valuation(1)
      
Amount of Filing Fee(2)
$447,192,900
      
$17,574.69

(1) Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 17,887,716 shares of Omrix Biopharmaceuticals, Inc. common stock (representing the number of shares, including shares of common stock outstanding, in-the-money options, warrants and restricted stock units) by $25.00 per share, which is the offer price.
 
 

 
(2)  The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued December 27, 2007, by multiplying the transaction value by ..0000393.
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: $17,574.69
  
Filing Party: Johnson & Johnson and Binder Merger Sub, Inc.
Form of Registration No.: Schedule TO
  
Date Filed: November 25, 2008
 
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:

x  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. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by (i) Binder Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 25, 2008, as amended (the “Schedule TO”), and relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Omrix Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), at a purchase price of $25.00 per Share net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 25, 2008 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal.
 
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
 
Item 11.  Additional Information.
 
On December 16, 2008, the Investment Center of Israel approved the purchase of the Shares pursuant to the Offer and the consummation of the Merger under the Law for the Encouragement of Capital Investment.  Accordingly, the condition to the Offer relating to the approval of the Investment Center of Israel for the purchase of the Shares pursuant to the Offer and for the consummation of the Merger has been satisfied.
 

 
 
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.
 
 
BINDER MERGER SUB, INC.
     
By
  
/s/ Susan E. Morano
   
 
Name:    Susan E. Morano
   
 
Title:      President
   
 
Date:      December 17, 2008
 
 
JOHNSON & JOHNSON
     
By
  
/s/ Steven M. Rosenberg
   
 
Name:     Steven M. Rosenberg
   
 
Title:       Attorney-in-Fact
   
 
Date:       December 17, 2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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