-----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, ALXkbF3dGNe/Z1CqSY9s7MjmorWUXidTwD4IiZvq3RWYT+v1XCJ1Ff1Rj91lRPmn LA9tHeTpQCelqzLWZzf6BQ== 0001193125-07-133463.txt : 20070611 0001193125-07-133463.hdr.sgml : 20070611 20070611171351 ACCESSION NUMBER: 0001193125-07-133463 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 GROUP MEMBERS: CHESTNUT ACQUISITION CORPORATION GROUP MEMBERS: GREATBATCH, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENPATH MEDICAL, INC. CENTRAL INDEX KEY: 0000833140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411533300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45959 FILM NUMBER: 07913131 BUSINESS ADDRESS: STREET 1: 2300 BERKSHIRE LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-951-8181 MAIL ADDRESS: STREET 1: 2300 BERKSHIRE LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: ENPATH MEDICAL INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: MEDAMICUS INC DATE OF NAME CHANGE: 19960330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREATBATCH, INC. CENTRAL INDEX KEY: 0001114483 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 161531026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 9645 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 BUSINESS PHONE: 716-759-5600 MAIL ADDRESS: STREET 1: 9645 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 FORMER COMPANY: FORMER CONFORMED NAME: WILSON GREATBATCH TECHNOLOGIES INC DATE OF NAME CHANGE: 20000511 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 3 TO SCHEDULE TO Amendment No. 3 to Schedule TO

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Amendment No. 3

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ENPATH MEDICAL, INC.

(Name of subject company (Issuer))

GREATBATCH, INC.

GREATBATCH LTD.

CHESTNUT ACQUISITION CORPORATION

(Names of Filing Persons (Offerors))

 

Common Stock, $0.01 par value per share   29355Y105
(Title of classes of securities)   (CUSIP number of common stock)

Timothy G. McEvoy, Esq.

Vice President, General Counsel & Secretary

Greatbatch, Inc

9645 Wehrle Drive

Clarence, New York 14031

Telephone: (716)-759-5600

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

Copies to:

 

Robert B. Fleming, Jr., Esq.

John J. Zak, Esq.

Hodgson Russ LLP

The Guaranty Building

140 Pearl Street, Suite 100

Buffalo, New York 14202

Telephone: (716) 856-4000

 

Asher Gaffney, Esq.

Hodgson Russ LLP

1540 Broadway, 24th Floor

New York, New York 10036

Telephone: (212) 751-4300

CALCULATION OF FILING FEE

 

 
Transaction Valuation(1)    Amount of Filing Fee(2)

$94,793,240

   $2,911
 

 

(1) Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of common stock of Enpath Medical, Inc. at a purchase price equal to $14.38 per share and assumes the purchase of 6,361,727 issued and outstanding shares and outstanding options and warrants with respect to 794,150 shares, in each case as of April 28, 2007.

 

(2) The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.0000307.

 

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: $2,911    Filing Party:    Greatbatch, Inc., Greatbatch Ltd., Chestnut Acquisition Corporation
Form of Registration No.: Schedule TO    Date Filed:    May 8, 2007

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of the 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

 

  ¨ 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

 



This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2007, amends and supplements the Tender Offer Statement of Schedule TO filed on May 8, 2007 (the “Schedule TO”) and relates to the offer by Chestnut Acquisition Corporation, a Minnesota corporation (the “Purchaser”), which is a wholly-owned subsidiary of Greatbatch Ltd., a New York corporation (“Limited”), which is an indirect wholly-owned subsidiary of Greatbatch, Inc., a Delaware corporation (“Parent”). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, $0.01 par value per share (the “Shares”), of Enpath Medical, Inc., a Minnesota corporation (the “Company” or “Enpath”), at a purchase price of $14.38 per Share 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 May 8, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase.

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

 

Items 8 and 11.    Interest in Securities of the Subject Company; Additional Information.

Items 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The subsequent offering period of the Offer expired at 12:00 Midnight, New York City time, on Friday, June 8, 2007. According to Mellon Investor Services LLC, the depositary for the Offer, a total of 5,839,942 Shares were validly tendered in the initial and subsequent offering periods of the Offer, which represent approximately 90.9% of all outstanding Shares. The Purchaser has accepted all Shares that were validly tendered for payment pursuant to the terms of the Offer and payment for those Shares will be made promptly in accordance with the terms of the Offer.

On June 8, 2007, Greatbatch announced that it expects the closing of the second step merger of the Purchaser with and into Enpath will occur on Friday, June 15, 2007. In connection with the Merger, each outstanding Share not tendered in the Offer (other than Shares held by Parent, Limited or Purchaser, or Shares held by shareholders who exercise their dissenters’ rights under Minnesota law) will be converted into the right to receive $14.38 per Share in cash, without interest, less any required withholding taxes. Enpath will be the surviving corporation in the Merger and will become an indirect wholly-owned subsidiary of Parent.”

 

Item 12.    Exhibits.

Item 12 is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(v)    Press Release issued by Parent on June 11, 2007.

 

 

1


After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 11, 2007

 

CHESTNUT ACQUISITION CORPORATION
By:   /s/ Thomas J. Mazza
Name:   Thomas J. Mazza
Title:   President and Chief Financial Officer

 

GREATBATCH LTD.
By:   /s/ Thomas J. Mazza
Name:   Thomas J. Mazza
Title:   Senior Vice President and Chief Financial Officer

 

 

GREATBATCH, INC.
By:   /s/ Thomas J. Mazza
Name:   Thomas J. Mazza
Title:   Senior Vice President and Chief Financial Officer

 

2


EXHIBIT INDEX

 

(a)(1)(i)    Offer to Purchase, dated May 8, 2007.*
(a)(1)(ii)    Form of Letter of Transmittal.*
(a)(1)(iii)    Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)    Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)    Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)    Form of Summary Advertisement as published on May 8, 2007 in The Wall Street Journal.*
(a)(5)(i)    Joint press release issued by Greatbatch and the Company on April 30, 2007 (incorporated by reference to exhibit 99.1 to the Current Report on Form 8-K filed by Greatbatch on April 30, 2007).*
(a)(5)(ii)    Investor Presentation Materials dated April 30, 2007 (incorporated by reference to exhibit 99.2 to the Current Report on Form 8-K filed by Greatbatch on April 30, 2007).*
(a)(5)(iii)    Joint Press Release issued by Parent and Enpath on May 30, 2007.*
(a)(5)(iv)    Press Release issued by Parent on June 6, 2007.*
(a)(5)(v)    Press Release issued by Parent on June 11, 2007. †
(d)(1)    Agreement and Plan of Merger, dated as of April 28, 2007, among Limited, the Purchaser and the Company (incorporated by reference to exhibit 2.1 to the Current Report on Form 8-K filed by Greatbatch on April 30, 2007).*
(d)(2)    Tender and Support Agreement, dated as of April 28, 2007, among Limited, the Purchaser and each person party thereto (incorporated by reference to exhibit 2.2 to the Current Report on Form 8-K filed by Greatbatch on April 30, 2007).*
(d)(3)(i)    Confidentiality Agreement, dated March 15, 2007, between Greatbatch and the Company.*
(d)(3)(ii)    Letter Agreement, dated April 17, 2007, between Greatbatch and the Company.*

 

* Previously filed.
Filed herewith.
EX-99.(A)(5)(V) 2 dex99a5v.htm PRESS RELEASE ISSUED BY PARENT ON JUNE 11, 2007 Press Release issued by Parent on June 11, 2007

Exhibit 99(a)(5)(v)

LOGO

CLARENCE, NY — June 11, 2007 — Greatbatch, Inc. (NYSE: GB) today announced that it has successfully completed its tender offer for Enpath Medical, Inc. The subsequent offering period for the offer expired at 12:00 midnight, New York City time, on Friday, June 8, 2007. Greatbatch purchased a total of 5,839,942 shares in the offer, representing approximately 90.9% of the outstanding Enpath Medical shares.

Greatbatch also announced that it expects the closing of the merger with Enpath Medical will occur on June 15, 2007. As a result of the merger, all remaining outstanding Enpath Medical shares will be cancelled and converted into the right to receive the price paid in the tender offer of $14.38 per share, in cash, without interest and less any required withholding taxes. A letter of transmittal to be used for surrendering share certificates for payment of the merger price will be sent to those shareholders who did not tender their shares in the offer. After completion of the merger, Enpath Medical will be an indirect wholly-owned subsidiary of Greatbatch.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and certain additional information is set forth in the Solicitation/Recommendation Statement of Enpath, copies of which are available by contacting Georgeson, the Information Agent for the tender offer, at 1-866-580-6912 toll free. The Dealer Manager for the tender offer is Banc of America Securities LLC.

About Greatbatch

Greatbatch, Inc. is a leading developer and manufacturer of critical components used in implantable medical devices and other technically demanding applications.

About Enpath Medical

Enpath Medical, Inc., headquartered in Plymouth, Minnesota, is a leader in the design, development, manufacture and marketing of percutaneous delivery systems and stimulation leads technologies. Its proprietary products include venous vessel introducers, articulating and fixed curve delivery catheters, epicardial and endocardial stimulation leads, and other products for use in pacemaker, defibrillator, catheter and infusion port procedures as well as neuromodulation markets. Its products, which are primarily finished goods, are sold worldwide through partnering relationships with other medical device companies.

 


Forward-Looking Statements

This press release contains forward-looking statements about Greatbatch and Enpath. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond Greatbatch’s or Enpath’s control. Among other things, these factors include the risk that the merger will not occur when expected. For a further list and description of risks and uncertainties associated with Greatbatch’s and Enpath’s businesses, see their reports filed with the SEC, including the “Risk Factors” section in each company’s most recent annual report on Form 10-K. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

        CONTACTS:   Anthony Borowicz
Treasurer and Director, Investor Relations
(716) 759-5809
tborowicz@greatbatch.com

 

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