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
THE SPECTRANETICS CORPORATION
(Name of Subject Company (Issuer))
HEALTHTECH MERGER SUB, INC.
a wholly owned subsidiary of
PHILIPS HOLDING USA INC.
a wholly owned subsidiary of
KONINKLIJKE PHILIPS N.V.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
84760C107
(CUSIP Number of Class of Securities)
Joseph E. Innamorati
HealthTech Merger Sub, Inc.
3000 Minuteman Road
Andover, MA 01810
(978) 687-1501
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
Matthew G. Hurd
Rita-Anne O’Neill
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
CALCULATION OF FILING FEE
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| Transaction Valuation* | Amount of Filing Fee** | |||
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N/A
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| * | Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
☐ 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: | Not applicable |
Filing Party: | Not applicable | |||||
| Form of Registration No. | Not applicable |
Date Filed: | Not applicable | |||||
| ☒ | 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. |
| ☐ | 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 filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding shares of Common Stock, par value $0.001 per share, of The Spectranetics Corporation (“Spectranetics”) by HealthTech Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Philips USA Holding Inc. (“Parent”), a wholly owned subsidiary of Koninklijke Philips N.V.
Additional Information
This communication relates to a tender offer (the “Offer”) that has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Spectranetics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Spectranetics. The offer to purchase shares of Spectranetics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Purchaser, and the solicitation/recommendation statement will be filed with the SEC by Spectranetics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
2
Item 12. Exhibits
| Exhibit 99.1 | Excerpt of FAQ issued by Philips. | |
| Exhibit 99.2 | Excerpt of FAQ issued by Philips. | |
| Exhibit 99.3 | LinkedIn Content. | |
3
Exhibit 99.1
Excerpt of FAQ issued by Philips
Spectranetics FAQs
| About Spectranetics and the product |
How will Spectranetics support Philips’ growth?
Spectranetics, when combined with the current IGT Devices business, creates not only a highly synergistic therapy portfolio based on innovative and specialized physician preference products, but also a robust platform for growth. Given the alignment with the current IGT Devices organization today (coronary, peripheral, electrophysiology), the combined, complementary product portfolio provides a tremendous opportunity to increase impact, create bundled solutions and drive IGT revenue and margin growth. Spectranetics’ Stellarex drug-coated balloon (DCB) is a critical asset in this portfolio as DCBs are the fastest growing PV segment. With Spectranetics, IGT Devices will be positioned to further improve patient outcomes and help physicians decide, guide, treat, and confirm the right form of treatment to better deliver better care.
Is Stellarex FDA approved? What is the global reach of Spectranetics?
No Stellarex is not currently FDA approved. The Stellarex device is in the process of gaining FDA approval with the team actively preparing for it to be sold in the United States. Internationally, Stellarex has garnered regulatory approvals in 18 countries and across five continents. In Europe, Stellarex has European CE mark approval and the commercialization of Stellarex for above-the-knee and below-the-knee is ongoing.
Spectranetics is present in over 68 countries in the world and has launched sales in China and India. Further, Spectranetics has recently launched AngioSculptX, a drug-coated version of its coronary AngioSculpt balloon in Europe.
| Aligning Spectranetics to Philips |
From where will this business operate?
Spectranetics is headquartered in Colorado Springs, CO, where it performs product design, assembly, billing, marketing, customer service, and manufacturing operations for all products except for the AngioSculpt and Stellarex products, which are manufactured in Fremont, CA. Additionally, Spectranetics has facilities in Maple Grove, MN (R&D and administrative functions). Globally, Spectranetics has facilities in Leusden, The Netherlands (for marketing and distribution of products in Europe and the Middle East), Germany, and Paris, France (sales and clinical office).
Will Spectranetics employees join Philips, or is this just an asset purchase?
More than 900 Spectranetics employees will become part of the Philips organization upon acquisition close.
Will there be an integration team?
Yes. We want to ensure the success of this merger, so we are already forming an experienced integration team to bring the people, assets and technology of Spectranetics together within IGT Devices.
We will leverage our experiences from the Volcano integration as we form this team. We will implement a strong IMO (Integration Management Office), led by Matthijs Groot Wassink.
We will have work streams assigned so that we can ensure strong employee engagement, celebrate our shared core values, and respect and learn from our differences. At the same time, these teams will ensure that a core group stays focused on the merger so that the rest of our organization can continue to drive the critical day-to-day work within our businesses.
When will Spectranetics employees join Philips?
The Spectranetics team will join Philips as employees upon closing of the transaction, which is expected in Q3. We will use the next several weeks to align our two organizations to prepare for the integration and to welcome more than 900 global employees from Spectranetics to IGT Devices.
When will the combined leadership team be announced?
The Spectranetics team will bring a lot of talent and capabilities to Philips. We will announce our combined leadership team for IGT Devices at the closing of the transaction, which is expected in Q3.
| Commercial / Distribution Questions |
Who will sell what solutions?
We anticipate tremendous cross-selling opportunities for both Spectranetics and Philips’ commercial teams, as well as strong opportunities for sales employees’ growth and development. After the closing of the transaction, we will set-up opportunities to cross-train Spectranetics and IGT Devices’ sales forces, e.g. Philips Coronary sales force in AngioSculpt and Quick-Cross. Much like we did when Volcano and Philips came together, we will set-up an interim, unified sales desk to enable single face to customers, with the full product portfolio.
How does this affect current customer negotiations and deals through Q3?
In the immediate term, we will operate ‘business as usual’. This is an announcement that Philips and Spectranetics have reached an agreement for an acquisition. The acquisition closing date will be announced within the next 75 days. Until then, Spectranetics and Philips will continue to operate as separate businesses. Post-merger integration of Spectranetics into Philips will begin after the acquisition closes. If you have any questions on this agreement, specific to commercial activities, please reach out to Mike MacKinnon, Andrew Tochterman, Kathleen Brooks or Will Martin.
Will Spectranetics’ sales team be responsible for the sales of any Philips products?
Yes, both Philips and Spectranetics will cross-sell each other’s offerings. After the acquisition closes, Spectranetics will be supported by the Philips organization and brand. Consistent with business integrations, the integration team will explore opportunities to drive solutions that benefit our customers. Naturally, we will be stronger together selling our central portfolio of integrated solutions.
| Next steps |
When do we expect the deal to close?
Today, we announced the signing of the agreement. Pending all the appropriate legal and regulatory reviews, we expect it to close in Q3.
Additional Information
The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of The Spectranetics Corporation (“Spectranetics”) or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Spectranetics. The offer to purchase shares of Spectranetics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by HealthTech Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Spectranetics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the Offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Spectranetics, including without limitation with respect to its business, the proposed Offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the Offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this communication (the “Transactions”) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates,” “projects,” “potential,” “continues” or “believes,” or variations of such words and phrases, or by statements that certain actions, events, conditions, circumstances or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iii) uncertainties as to the timing of the Offer and merger; (iv) uncertainties as to how many of Spectranetics’ stockholders will tender their stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer or the merger in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted against Spectranetics and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and operations of Spectranetics and affect its ability to maintain relationships with employees, customers or suppliers; (ix) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate
Spectranetics’ operations into those of Philips; (x) the successful implementation of Philips’ strategy and the ability to realize the benefits of this strategy; (xi) domestic and global economic and business conditions; (xii) regulatory developments affecting Philips’ and or Spectranetics’ actual or proposed products or technologies; (xiii) political, economic and other developments in countries where Philips operates; (xiv) unpredictability and severity of catastrophic events; (xv) industry consolidation and competition; and (xvi) other risk factors described in Spectranetics’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements in this communication are based upon information known to Philips on the date of this communication. Neither Philips nor Spectranetics undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Exhibit 99.2
Excerpt of FAQ issued by Philips
Spectranetics / Philips merger: Frequently asked questions for NA Commercial team
| Selling questions |
Will Spectranetics’ sales team be responsible for the sales of any Philips products?
We expect that, following the closing of the transaction, both Philips and Spectranetics will cross-sell each other’s offerings. After the transaction closes, Spectranetics will be supported by the Philips organization and brand. Consistent with business integrations, the integration team will explore opportunities to drive solutions that benefit our customers. Naturally, we will be stronger together selling our central portfolio of integrated solutions.
Who will sell what solutions?
We anticipate tremendous cross-sell opportunity for both Spectranetics and Philips’ commercial teams, as well as strong rationale for employee growth and development. After the closing of the transaction, we will set up opportunities to cross-train Spectranetics and IGT Devices’ sales forces, e.g. Philips Coronary sales force in AngioSculpt and Quick-Cross. Much like we did when Volcano and Philips came together, we will set-up an interim, unified sales desk to enable single face to customers, with the full product portfolio.
| Customer questions |
Do the Philips and Spectranetics solutions fit into our portfolio?
Philips and Spectranetics share the same passion and vision for innovation in image-guided therapies. The unique capabilities of Spectranetics’ employees will be vital to Philips going forward; Spectranetics’ deep customer relationships, strong clinical skills and entrepreneurial culture will help to ensure success for expanding our image-guided therapy business group.
| Reward and recognition questions |
Does Spectranetics have an annual ‘award’/incentive trip? Will it continue for 2017?
We still need to understand all the incentives and compensation structures that Spectranetics currently has. We will do this during the integration period. For now, we plan to make no changes to the programs and incentives that Spectranetics has in place for their team in 2017. We will evaluate changes, where they are appropriate for 2018 at the earliest. We will update the team as more information becomes available.
Additional Information
The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of The Spectranetics Corporation (“Spectranetics”) or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Spectranetics. The offer to purchase shares of Spectranetics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by HealthTech Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Spectranetics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the Offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Spectranetics, including without limitation with respect to its business, the proposed Offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the Offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this communication (the “Transactions”) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates,” “projects,” “potential,” “continues” or “believes,” or variations of such words and phrases, or by statements that certain actions, events, conditions, circumstances or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iii) uncertainties as to the timing of the Offer and merger; (iv) uncertainties as to how many of Spectranetics’ stockholders will tender their stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer or the merger in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted against Spectranetics and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and operations of Spectranetics and affect its ability to maintain relationships with employees, customers or suppliers; (ix) the possibility that the parties may be unable to achieve expected synergies
and operating efficiencies within the expected timeframes or at all and to successfully integrate Spectranetics’ operations into those of Philips; (x) the successful implementation of Philips’ strategy and the ability to realize the benefits of this strategy; (xi) domestic and global economic and business conditions; (xii) regulatory developments affecting Philips’ and or Spectranetics’ actual or proposed products or technologies; (xiii) political, economic and other developments in countries where Philips operates; (xiv) unpredictability and severity of catastrophic events; (xv) industry consolidation and competition; and (xvi) other risk factors described in Spectranetics’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements in this communication are based upon information known to Philips on the date of this communication. Neither Philips nor Spectranetics undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Exhibit 99.3
LinkedIn Content
Philips acquires Spectranetics to expand minimally invasive intervention portfolio
Philips has announced an agreement to acquire Spectranetics Corporation, a US-based leader in medical devices used in minimally invasive cardiovascular procedures.
Image-guided therapy is a high-growth, high-innovation market driven by benefits for health systems and patients. Using minimally invasive techniques, patients are quickly treated and are often discharged from the hospital the same day – as opposed to previous methods that could result in weeklong hospital recoveries.
Spectranetics’ stated mission is to: “Save every limb, Restore every vessel and Manage every lead”. It’s a wonderful ambition that fully complements our own goal in Philips to improve the lives of three billion people a year by 2025 as we seek to extend our leadership in health technology in general and therapy in particular.
You can read more about the acquisitionhere[philips.com].
Pictured: Philips Azurion Image Guided Therapy System
Additional Information
The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Spectranetics or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Spectranetics. The offer to purchase shares of Spectranetics common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by HealthTech Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Spectranetics. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Forward-Looking Statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the Offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Spectranetics, including without limitation with respect to its business, the Offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the Offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the “Transactions”) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates,” “projects,” “potential,” “continues” or “believes,” or variations of such words and phrases, or by statements that certain actions, events, conditions, circumstances or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iii) uncertainties as to the timing of the Offer and merger; (iv) uncertainties as to how many of Spectranetics’ stockholders will tender their stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer or the merger in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted against Spectranetics and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and operations of Spectranetics and affect its ability to maintain relationships with employees, customers, or suppliers; (ix) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Spectranetics’ operations into those of Philips; (x) the successful implementation of Philips’ strategy and the ability to realize the benefits of this strategy; (xi) domestic and global economic and business conditions; (xii) regulatory developments affecting Philips’ and or Spectranetics’ actual or proposed products or technologies; (xiii) political, economic and other developments in countries where Philips operates; (xiv) unpredictability and severity of catastrophic events; (xv) industry consolidation and competition; and (xvi) other risk factors described in Spectranetics’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Philips does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.