-----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, QKDa+XWFP3ZE68Gr5O/pnmrEeY9RvEhsN1Mz1j8c8yAiFEQC6awMYhkFxZDXND1j pw72pR8VYLdrXWe1B+J4Ig== 0000950112-95-002757.txt : 19951019 0000950112-95-002757.hdr.sgml : 19951019 ACCESSION NUMBER: 0000950112-95-002757 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951018 SROS: NASD GROUP MEMBERS: COBE LABORATORIES INC GROUP MEMBERS: GAMBRO AB GROUP MEMBERS: INCENTIVE AB GROUP MEMBERS: REN ACQUISITION-USA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REN CORP USA CENTRAL INDEX KEY: 0000840491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 621323090 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40674 FILM NUMBER: 95581412 BUSINESS ADDRESS: STREET 1: 6820 CHARLOTTE PIKE CITY: NASHVILLE STATE: TN ZIP: 37209 BUSINESS PHONE: 6153534200 MAIL ADDRESS: STREET 1: 6820 CHARLOTTE PIKE CITY: NASHVILLE STATE: TN ZIP: 37209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COBE LABORATORIES INC CENTRAL INDEX KEY: 0000021310 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 952403584 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 12600 W COLFAX AVE STE 500C CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 3032326800 SC 13E3/A 1 REN ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13E-3 Rule 13e-3 Transaction Statement (Amendment No. 2 (Final Amendment)) (Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (Sec. 240.13e-3) thereunder) REN Corporation-USA (Name of the Issuer) REN Corporation-USA REN Acquisition Corp. (Bidder) COBE Laboratories, Inc. Gambro AB Incentive AB (Name of Person(s) Filing Statement) Common Stock, no par value (Title of Class of Securities) 7596561010 (CUSIP Number of Class of Securities) Mats Wahlstrom Ralph Z. Levy, Jr. COBE Laboratories, Inc. REN Corporation-USA 1185 Oak Street 6820 Charlotte Pike Lakewood, Colorado 80215 Nashville, Tennessee 37209 Telephone: (303) 232-6800 Telephone: (615) 353-4200 (Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) With copies to: Peter D. Lyons, Esq. Scott J. Davis, Esq. Shearman & Sterling Mayer, Brown & Platt 599 Lexington Avenue 190 South LaSalle Street New York, New York 10022 Chicago, Illinois 60603-3441 Telephone: (212) 848-4000 Telephone: (312) 782-0600 This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [X] CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee $184,011,639.50* $36,802.33** * The Transaction Value is calculated by multiplying $20.00, the per share tender offer price, by 9,544,838, the sum of the number of shares of Common Stock outstanding not already owned by the Bidder and 629,225, the sum of the number of shares of Common Stock subject to options and warrants outstanding as of September 12, 1995 and the number of shares of Common Stock subject to an employee stock purchase program outstanding as of September 30, 1995, and backing out the exercise price of the options and warrants. ** 1/50 of 1% of Transaction Value. [X] 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: $36,802.33 Form or Registration No: Schedule 14D-1/13D (Amendment No. 11) Filing Party: Gambro AB, Incentive AB, COBE Laboratories, Inc. and REN Acquisition Corp. Date Filed: September 19, 1995 Page 1 of 11 Pages Exhibit Index is located on Page 9. INTRODUCTION This Amendment No. 2 (Final Amendment) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the "Commission") on October 18, 1995 (as amended, the "Schedule 13E-3") is being filed by REN Acquisition Corp., a Tennessee corporation ("Purchaser"), COBE Laboratories, Inc., a Colorado corporation ("COBE"), Gambro AB, a Swedish corporation ("Gambro"), Incentive AB, a Swedish corporation ("Incentive"), and REN Corporation-USA, a Tennessee corporation (the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in connection with the tender offer by Purchaser for all the outstanding shares of common stock, no par value (the "Shares"), of the Company not already beneficially owned by Purchaser or any of its affiliates, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 19, 1995 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), copies of which were filed as Exhibits (d)(1) and (d)(2), respectively, to the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Commission on September 19, 1995. Purchaser is a direct wholly owned subsidiary of COBE, COBE is an indirect wholly owned subsidiary of Gambro and Incentive owns 58% of the voting securities of Gambro. Item 10. Interest in Securities of the Issuer Item 10 is hereby amended and supplemented by adding to the end thereof the following: At 12:00 midnight, New York City time, on Tuesday, October 17, 1995, the Offer expired. Based on a preliminary count, approximately 8,355,796 Shares were tendered pursuant to the Offer, of which 212,229 were tendered pursuant to notices of guaranteed delivery. Such Shares (including Shares delivered pursuant to notices of guaranteed delivery) constituted approximately 88% of the outstanding Shares not already owned by Gambro or any of its affiliates. On October 18, 1995, effective as of 12:01 a.m., all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. The acceptance of such tendered Shares resulted in Gambro and its affiliates owning approximately 94% of the Shares. A copy of a press release announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (d)(9) and is incorporated herein by reference in its entirety. Page 2 of 11 Pages Item 17. Material to be Filed as Exhibits Item 17 is hereby amended and supplemented as follows: (d)(9) Press Release issued by Gambro on October 18, 1995 relating to the expiration of the Offer. Page 3 of 11 Pages SIGNATURES 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: October 18, 1995 REN ACQUISITION CORP. By: /s/ Ralph Z. Levy, Jr. -------------------------------------- Name: Ralph Z. Levy, Jr. Title: Vice President Page 4 of 11 Pages SIGNATURES 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: October 18, 1995 COBE LABORATORIES, INC. By: /s/ Herbert S. Lawson -------------------------------------- Name: Herbert S. Lawson Title: Chief Financial Officer Page 5 of 11 Pages SIGNATURES 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: October 18, 1995 GAMBRO AB By: /s/ Berthold Lindqvist -------------------------------------- Name: Berthold Lindqvist Title: President Page 6 of 11 Pages SIGNATURES 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: October 18, 1995 INCENTIVE AB By: /s/ Mikael Lilius -------------------------------------- Name: Mikael Lilius Title: President Page 7 of 11 Pages 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: October 18, 1995 REN CORPORATION-USA By: /s/ Lawrence J. Centella -------------------------------------- Name: Lawrence J. Centella Title: President and Chief Financial Officer Page 8 of 11 Pages EXHIBIT INDEX Sequentially Exhibit Numbered No. Description Page - ------ ----------- -------------- (a)(1) Revolving Credit Facility, dated as of May 11, 1993, among Gambro, BNP Capital Markets Limited (as Arranger), certain banks named therein and Banque Nationale de Paris (as Agent). * (a)(2) Revolving Credit and Term Loan Facility, dated as of November 30, 1994 among Gambro, BNP Capital Markets Limited (as Arranger), certain banks named therein and Banque Nationale de Paris (as Agent). * (a)(3) Uncommitted Line of Credit Agreement, dated as of January 14, 1991, as amended through September 25, 1992, between COBE and Union Bank of Switzerland, New York Branch. * (a)(4) Revolving Credit Facility, dated as of April 28, 1995, between COBE and Commerzbank, Los Angeles Branch. * (a)(5) Line of Credit Facility, dated as of April 28, 1995, between COBE and Commerzbank, Los Angeles Branch. * (a)(6) Uncommitted Revolving Credit Facility, dated as of January 7, 1991, as amended through March 29, 1994, between COBE and Societe General, New York Branch. * (a)(7) Committed Revolving Credit Facility, dated as of July 29, 1995, between COBE and The First National Bank of Boston. * (a)(8) Discretionary Line of Credit, dated as of July 29, 1995, between COBE and The First National Bank of Boston. * (b)(1) Opinion of Alex. Brown & Sons Incorporated, dated September 12, 1995 (attached as Schedule IV to Exhibit (d)(1)). * (b)(2) Presentation of Alex. Brown & Sons Incorporated, dated August 28, 1995. * (b)(3) Presentation of UBS Securities Inc., dated July 6, 1995. * (b)(4) Presentation of Alex. Brown & Sons Incorporated, dated September 12, 1995. * (c)(1) Agreement and Plan of Merger, dated as of September 12, 1995 among Gambro, COBE, Purchaser and the Company. * (c)(2) Stock Purchase Agreement, dated as of May 11, 1991 as amended through April 26, 1994, between COBE and the Company. * (c)(3) Stock Purchase Agreement, dated as of February 9, 1992 as amended through March 17, 1994, between COBE and the Company. * (c)(4) Stock Purchase Agreement, dated as of July 2, 1994 as amended through September 15, 1992, between COBE and the Company. * (d)(1) Form of Offer to Purchase dated September 19, 1995. * (d)(2) Form of Letter of Transmittal. * (d)(3) Form of Notice of Guaranteed Delivery. * (d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients. * (d)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * Page 9 of 11 Pages (d)(7) Summary Advertisement as published in the Wall Street Journal on September 19, 1995. * (d)(8) Text of Press Release dated September 13, 1995 issued by COBE. * (d)(9) Press Release issued by Gambro on October 18, 1995 relating to the expiration of the Offer. 11 (e) Statement of Stockholder Appraisal Rights under Title 48, Chapter 23 of the Tennessee Business Corporation Act (attached as Schedule II to Exhibit (d)(1)). * (f) Not Applicable. - ---------------------- * Previously Filed Page 10 of 11 Pages EX-99.(D)(9) 2 GAMBRO GROUP PRESS RELEASE GAMBRO AB COMPLETES TENDER OFFER FOR REN CORPORATION-USA FOR IMMEDIATE RELEASE New York, October 18, 1995 -- Gambro AB (NASDAQ: GAMBY) announced today that its subsidiary, COBE Laboratories, Inc. ("COBE"), had completed its tender offer for REN Corporation-USA (NASDAQ: RENL). The tender offer expired as scheduled at 12:00 midnight, New York City time, on Tuesday, October 17, 1995. Based on a preliminary count, 8,355,796 shares were tendered and accepted for payment, representing, together with the shares already owned by COBE, approximately 94 percent of the outstanding shares of common stock of REN Corporation-USA. REN Acquisition Corp., a COBE subsidiary established for this purpose, will merge with REN Corporation-USA. After the merger, COBE will own 100 percent of REN Corporation-USA. Shares of REN Corporation-USA which were not tendered into the offer will be cancelled and converted automatically into the right to receive US$20.00 per share in cash. *** For further information, contact: Inger Larsson, Director Corporate Communications, Gambro AB, Tel: +46-46-169-167 or +46-70-529-9090 Raymond F. McNulty, Managing Director, Citigate, Inc., Tel: +1-212-809-2575 Maria C. Stokes, Associate, Citigate, Inc., Tel: +1-212-809-2575 Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----