-----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, PUp3CMLJBxE6OwMg9Hvz52g1V4/D2JUtD4hY9TjOn+fvuh/AkY7reAhNqBlALv7w 4XmFVCofmQA38vUQc1amkw== /in/edgar/work/0000950123-00-008798/0000950123-00-008798.txt : 20000927 0000950123-00-008798.hdr.sgml : 20000927 ACCESSION NUMBER: 0000950123-00-008798 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000922 GROUP MEMBERS: JOMED ACQUISITION CORP GROUP MEMBERS: JOMED NV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOSONICS CORP CENTRAL INDEX KEY: 0000883420 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 680028500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-43372 FILM NUMBER: 727559 BUSINESS ADDRESS: STREET 1: 2870 KILGORE RD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9166388008 MAIL ADDRESS: STREET 1: 2870 KILGORD ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOMED ACQUISITION CORP CENTRAL INDEX KEY: 0001121277 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: CORPORATION TRUST CO STREET 2: 1209 ORANGE ST CITY: WILMINGTON STATE: DE ZIP: 00000 MAIL ADDRESS: STREET 1: JOMED AB STREET 2: DROTTNINGGATAN 94, S-252 21 HEISINGBORG CITY: SWEDEN STATE: V7 ZIP: 00000 SC TO-T/A 1 y40309a6scto-ta.txt AMENDMENT #6 TO SCHEDULE TO 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO/A (RULE 14d-100) (AMENDMENT NO. 6) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDOSONICS CORPORATION (NAME OF SUBJECT COMPANY (ISSUER)) JOMED ACQUISITION CORP. JOMED N.V. (NAMES OF FILING PERSONS (OFFERORS)) ------------------------ COMMON STOCK, PAR VALUE $.001 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ 29264K105 (CUSIP NUMBER OF CLASS OF SECURITIES) ANTTI RISTINMAA JOMED N.V. DROTTNINGGATAN 94 S-252 21 HELSINGBORG SWEDEN TELEPHONE: 46-42-490-6000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) ------------------------ COPY TO: BERTIL P-H LUNDQVIST, ESQ. RANDALL H. DOUD, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK, NY 10036 TELEPHONE: 212-735-3000 ------------------------ CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE - -------------------------------------------------------------------------------------------------------------------------- $233,044,306 $46,609** - -------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------
* For purposes of calculating amount of filing fee only. This amount assumes the purchase of (i) all outstanding shares of common stock of EndoSonics Corporation, including the related preferred share purchase rights, and (ii) shares of common stock of EndoSonics Corporation subject to options that will be vested and exercisable as of the closing of this offer. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. ** Paid previously in connection with the filing of the Schedule TO on August 21, 2000. [ ] 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: N/A Form or Registration No.: N/A Filing party: N/A Date Filed: N/A [ ] 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: [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 6 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed on August 21, 2000 (the "Schedule TO") by JOMED N.V., a corporation organized under the laws of The Netherlands ("Parent"), and JOMED Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), with respect to Purchaser's offer to purchase all of the outstanding shares of common stock, par value $.001 per share (the "Shares"), of EndoSonics Corporation, a Delaware corporation (the "Company"), at $11.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 21, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to such terms in the Schedule TO. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented to include the following information: On September 21, 2000, pursuant to an Agreement and Plan of Merger dated August 5, 2000, by and among Parent, Purchaser and the Company, Purchaser was merged with and into the Company (the "Merger"), whereby the Company became a wholly-owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding Share was cancelled and retired and converted into the right to receive the same consideration as paid in the Offer or, if the owner of such Share exercises appraisal rights, the consideration determined in accordance with Section 262 of the General Corporation Law of the State of Delaware, and each Share held in the treasury of the Company or owned by Purchaser was cancelled. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS Item 12 is hereby amended to add the following: (a)(5)(G) Press Release of Parent dated September 22, 2000. 3 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. JOMED Acquisition Corp. By: /s/ TOR PETERS ------------------------------------ Name: Tor Peters Title: President JOMED N.V. By: /s/ TOR PETERS ------------------------------------ Name: Tor Peters Title: President Dated: September 22, 2000 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(5)(G) Press Release dated September 22, 2000.
EX-99.A.5.G 2 y40309a6ex99-a_5g.txt PRESS RELEASE DATED 09-22-2000 1 FOR IMMEDIATE RELEASE JOMED N.V. ANNOUNCES CONSUMMATION OF SECOND STEP MERGER WITH ENDOSONICS CORPORATION Beringen/Switzerland, September 22, 2000. European medical-technology company JOMED N.V. (SWX: JOM) announced today that on September 21, 2000, pursuant to an Agreement and Plan of Merger, dated as of August 5, 2000, by and among JOMED N.V., JOMED Acquisition Corp., a wholly-owned subsidiary of JOMED N.V. and EndoSonics Corporation (NASDAQ: ESON), JOMED Acquisition Corp. has merged with and into EndoSonics resulting in EndoSonics becoming a wholly-owned subsidiary of JOMED N.V. JOMED also announced that, as a result of the merger, any outstanding shares of EndoSonics common stock (other than shares for which appraisal is sought under applicable provisions of Delaware law) not accepted for payment in connection with JOMED's tender offer for EndoSonics' common stock at $11.00 per share in cash, would be converted into the right to receive $11.00 per share in cash, upon presentation to ChaseMellon Shareholder Services L.L.C., the paying agent for the tender offer, of appropriate documentation by the holder of any such EndoSonics shares. ChaseMellon will mail to non-tendering stockholders materials to be used to exchange EndoSonics stock certificates for such payment. ************* JOMED is the leading European developer and manufacturer of stents for interventional cardiology. It currently offers a range of more than 600 products in more that 60 countries. In 1999, JOMED achieved a turnover of EUR 43.7 million (US$39.5 million) and a net profit of EUR 2.1 million (US$1.9 million). In the first half of 2000, JOMED increased its turnover by 51% and net profit by 178%. As a result of the acquisition of EndoSonics, JOMED intends to become a world leader among the suppliers of innovative products for minimally invasive interventions in blood vessels. EndoSonics Corporation, headquartered in Rancho Cordova, California, is a leading developer, manufacturer and marketer of intravascular ultrasound (IVUS) imaging products, angioplasty catheters, and functional assessment products to assist in the diagnosis and treatment of cardiovascular and peripheral vascular disease. 2 Credit Suisse First Boston is acting as exclusive financial advisor to JOMED in connection with the acquisition and the related financing and as dealer manager for the tender offer. U.S. Bancorp Piper Jaffray Inc. acted as exclusive financial advisor to EndoSonics in this transaction and rendered a fairness opinion. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements, the accuracy of which is necessarily subject to risks and uncertainties. Actual results may differ significantly from the discussion of such matters in the forward-looking statements. Factors that may cause such difference include, but are not limited to, those factors set forth in EndoSonics' Annual Report on Form 10-K for the year ended December 31, 1999, and other filings from time to time with the Securities and Exchange Commission. Contact: JOMED N.V. Antti Rissinmas Tor Peters Chief Financial Officer Chief Executive Officer phone +46-42-490-6034 phone +41-52-674-8506 EndoSonics Corporation Kim Kelderman Morgan-Walke Associates, Inc. Managing Director-Local Contact Jim Byers, Danielle Scheg phone +916-638-8008 (Investor Relations) Christopher Katia (Media) phone +415-296-7383 2 -----END PRIVACY-ENHANCED MESSAGE-----