-----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, M+KSJ6KfpIurxDeEaSke4Uv/qliM2X+QUeL9+EXtzdy2jtG/u/0MfkCimPdnKesr ZX3URl1Zlae1rWChqfqngA== 0000950120-05-000527.txt : 20050718 0000950120-05-000527.hdr.sgml : 20050718 20050718142208 ACCESSION NUMBER: 0000950120-05-000527 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 GROUP MEMBERS: NATUREX ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURE WORLD INC CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33973 FILM NUMBER: 05959137 BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN ST CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082349220 MAIL ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC /DE/ DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC DATE OF NAME CHANGE: 19920908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Naturex S.A. CENTRAL INDEX KEY: 0001329321 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: SITE D'AGROPARC STREET 2: B.P. 1218 CITY: AVIGNON CEDEX 9 STATE: I0 ZIP: 84911 BUSINESS PHONE: 33-4-90-23-96-89 MAIL ADDRESS: STREET 1: SITE D'AGROPARC STREET 2: B.P. 1218 CITY: AVIGNON CEDEX 9 STATE: I0 ZIP: 84911 SC TO-T/A 1 d668706.txt TENDER OFFER STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) -------------------- PURE WORLD, INC. (NAME OF SUBJECT COMPANY (ISSUER)) NATUREX ACQUISITION CORP. A WHOLLY-OWNED SUBSIDIARY OF NATUREX S.A. (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 74622C106 (CUSIP NUMBER OF CLASS OF SECURITIES) -------------------- JACQUES DIKANSKY PRESIDENT AND CHIEF EXECUTIVE OFFICER NATUREX S.A. SITE D'AGROPARC MONTFAVET BP 1218 84911 AVIGNON, FRANCE TELEPHONE: 334.9023.9689 WITH A COPY TO: RICHARD S. GREEN, ESQ. THELEN REID & PRIEST LLP 875 THIRD AVENUE NEW YORK, NEW YORK 10022-6225 TELEPHONE: (212) 603-2000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) -------------------- CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUE/*/ AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $38,983,662.40 $4,588.38 ================================================================================
- ---------- * Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rules 0-11(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The calculation of the transaction valuation assumes the purchase of 8,077,018 outstanding shares of common stock of Pure World, Inc. at a purchase price of $4.30 per share. The transaction valuation also includes the offer price of $4.30 multiplied by 988,950, the number of options outstanding. [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: $4,588.38 Filing party: Naturex S.A. Form or Registration No.: Schedule TO-T Date Filed: June 17, 2005 [_] 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. [X] 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: [X] ================================================================================ - -------------------------------------------------------------------------------- CUSIP No. 74622C106 13D PAGE 2 of 5 PAGES - - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) NATUREX S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION FRANCE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER None SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 7,504,394 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER None REPORTING ---------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 7,504,394 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,504,394 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.78%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------- * Based upon an aggregate of 8,088,018 shares of the issuer's common stock outstanding as of July 15, 2005. 2 - -------------------------------------------------------------------------------- CUSIP No. 74622C106 13D PAGE 3 of 5 PAGES - - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) NATUREX ACQUISITION CORP. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER None SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 7,504,394 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER None REPORTING ---------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 7,504,394 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,504,394 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.78%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------- * Based upon an aggregate of 8,088,018 shares of the issuer's common stock outstanding as of July 15, 2005. 3 This Final Amendment (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (this "Statement") originally filed on June 17, 2005 with the Securities and Exchange Commission (the "Commission"), as amended by Amendment No. 1 thereto filed on July 12, 2005, by Naturex Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Naturex S.A., a societe anonyme organized under the laws of the French Republic ("Parent"), and the Schedule 13D filed with the Commission by Purchaser and Parent on June 16, 2005, as amended by Amendment No. 1 thereto filed on July 15, 2005. The Statement and the Schedule 13D relate to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Pure World, Inc., a Delaware corporation ("Company"), at a purchase price of $4.30 per share, net to the seller in cash. The terms and conditions of the offer are described in the Offer to Purchase dated June 17, 2005, as supplemented on July 12, 2005 (as supplemented, the "Offer to Purchase"), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(G), and the related Letter of Transmittal and the instructions thereto, a copy of which was filed as Exhibit (a)(1)(B) to the Statement on June 17, 2005. Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Offer to Purchase. ITEM 4. TERMS OF THE TRANSACTION. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. ITEM 11. ADDITIONAL INFORMATION. Items 4, 8 and 11 of the Statement are amended and supplemented by the following: The Offer expired at 12:00 midnight, New York City time, on Friday, July 15, 2005, and was not extended. Based on information provided by the Depositary for the Offer, a total of 7,504,394 Shares of the Company were tendered (including a total of 5,626 Shares tendered by notice of guaranteed delivery). This number of Shares represents approximately 92.78% of the outstanding Shares of the Company. Parent, through its wholly-owned subsidiary Purchaser, has accepted for payment all Shares validly tendered and not properly withdrawn prior to the expiration of the offer. Payment for such Shares will be made promptly. On July 18, 2005, Parent and the Company issued a joint press release announcing the results of the Offer. The full text of the press release is filed as Exhibit (a)(5)(D) and is incorporated herein by reference. ITEM 12. EXHIBITS Item 12 is amended and supplemented by adding the following Exhibit thereto: (a)(5)(D) Joint Press Release issued by Naturex S.A. and Pure World, Inc. on July 18, 2005. 4 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. Naturex S.A. By:/s/ Jacques Dikanksy ------------------------------------- Name: Jacques Dikanksy Title: President and Chief Executive Officer Naturex Acquisition Corp. By:/s/ Jacques Dikanksy -------------------------------------- Name: Jacques Dikanksy Title: President and Chief Executive Officer Dated: July 18, 2005 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(5)(D) Joint Press Release issued by Naturex S.A. and Pure World, Inc. on July 18, 2005. EX-99 2 exh_a5d.txt EXH (A)(5)(D) - JOINT PRESS RELEASE EXHIBIT (a)(5)(D) PRESS RELEASE AVIGNON, FRANCE AND BEDMINISTER, NJ JULY 18TH, 2005 NATUREX SUCCESS OF NATUREX'S TENDER OFFER FOR PURE WORLD NATUREX S.A. COMPLETES AND CLOSES CASH TENDER OFFER FOR PURE WORLD, INC. Avignon, France and Bedminster, NJ - Naturex S.A. (Paris Bourse Eurolist C: FR000054694 NRX) and Pure World, Inc. (Nasdaq: PURW) jointly announced today the completion of Naturex's cash tender offer for all the issued and outstanding shares of common stock of Pure World, Inc. at a price of $4.30 per share. The offer expired at midnight, New York City time, on Friday, July 15, 2005. The offer has not been extended. Based on information provided by American Stock Transfer & Trust Company, the depositary for the tender offer, a total of 7,504,394 shares of Pure World, Inc. were tendered (including a total of 5,626 shares tendered by notice of guaranteed delivery). This number of shares represents approximately 92.78% of the outstanding shares of Pure World, Inc. on a fully diluted basis. Naturex S.A., through its wholly-owned subsidiary Naturex Acquisition Corp., has accepted for payment all shares validly tendered and not properly withdrawn prior to the expiration of the offer. Payment for such shares will be made promptly. Naturex S.A. will acquire the remaining outstanding shares of Pure World, Inc. through a short form merger in which each such share of Pure World, Inc. will be converted into the right to receive $4.30 in cash, without interest thereon, the same consideration paid for the shares tendered in the offer, subject to dissenters' rights. THE SUCCESS OF THE TENDER OFFER WILL ALLOW CLOSING OF THE ACQUISITION DURING THIS WEEK. NATUREX S.A. ANTICIPATES THAT THE SYNERGIES CREATED BY THE COMBINATION OF NATUREX S.A. AND PURE WORLD, INC. WILL ESTABLISH A MAJOR PLAYER IN THIS BUSINESS SECTOR. ABOUT OUR COMPANIES Naturex S.A. manufactures and sells 100% natural ingredients for the food, flavor and nutraceutical industries. Naturex S.A. is a preferred provider to the food, flavor and nutraceutical industries and has experienced rapid, regular growth since its establishment in 1992. Naturex is based in Avignon, France and is an international company with nearly 90% of its sales coming from 30 countries outside France. Currently, more than 50% of Naturex's sales are derived from the United States market. It has facilities in France, Morocco and the United States and a representative office in Singapore. Pure World, Inc., through its wholly-owned subsidiary, Pure World Botanicals, Inc., develops, manufactures and sells natural ingredients that principally are derived from plant materials (referred to also as botanicals or herbs) using its proprietary extraction, purification and granulation technologies. Pure World, Inc. has produced more than one thousand botanical extracts which are used by the cosmetic, food and flavor, nutraceutical and pharmaceutical industries to manufacture finished products for the consumer market. NATUREX has been listed in Paris since October 1996 Eurolist C 54694 - Reuters NATU.LN - Bloomberg NTRX Find all NATUREX press releases in real time on actusnews.com YOUR CONTACTS ------------- NATUREX ACTUS - ------- ----- Jacques Dikansky - President and CEO Agnes Villeret - Press Relation Tel : +33(0)4 90 23 96 89 Tel : +33(0)1 53 67 36 39 j.dikansky@naturex.com avilleret@actus.fr - ---------------------- ------------------ Thierry Lambert - Vice President and CFO KAPARKA FINANCE Tel : +33(0)4 90 23 96 89 --------------- t.lambert@naturex.com Laurence Marquezy - Investors Relation - --------------------- Tel : +33(0)1 72 74 82 23 lmarquezy@kaparkafinance.com ---------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----