As filed with the Securities and Exchange Commission on May 25, 2011
United States
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
Amendment No. 1
H&Q Life Sciences Investors
(Name of Subject Company (Issuer))
H&Q Life Sciences Investors
(Name of Filing Persons (Offeror))
Shares of Beneficial Interest, Par Value $0.01 Per Share
(Title of Class of Securities)
404053100
(CUSIP Number of Class of Securities)
Daniel R. Omstead, Ph.D.
President
H&Q Life Sciences Investors
2 Liberty Square, 9th Floor
Boston, Massachusetts 02109
Telephone: 617-772-8500
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Joseph R. Fleming, Esq.
Dechert LLP
200 Clarendon Street
27th Floor
Boston, Massachusetts 02116-5021
Telephone: 617-728-7100
Calculation of Filing Fee
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Transaction Valuation: $106,201,366 (a) |
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Amount of Filing Fee: $12,330 (b) |
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(a) |
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Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the transaction value was calculated by multiplying 7,796,312 shares of Beneficial Interest of H&Q Life Sciences Investors (35% of the total number of shares outstanding on April 27, 2011) by $13.62 (98% of the Net Asset Value per share of $13.90 as of the close of ordinary trading on the New York Stock Exchange on April 27, 2011). |
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(b) |
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Calculated at $116.10 per $1,000,000 of the Transaction Valuation. |
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x |
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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. |
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Amount Previously Paid: $12,330 Form or Registration No.: Schedule TO Filing Party: H&Q Life Sciences Investors Date Filed: May 3, 2010 |
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¨ |
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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:
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o |
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third-party tender offer subject to Rule 14d-1. |
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x |
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issuer tender offer subject to Rule 13e-4. |
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o |
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going-private transaction subject to Rule 13e-3. |
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o |
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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: o
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed by H&Q Life Sciences Investors (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on May 3, 2011 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
Item 12. Exhibits
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(a)(1)(i) |
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Offer Notice dated May 2, 2011.* |
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(a)(1)(ii) |
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Letter of Transmittal.* |
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(a)(1)(iii) |
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(1)(iv) |
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Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(2) |
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Not applicable. |
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(a)(3) |
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Not applicable. |
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(a)(4) |
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Not applicable. |
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(a)(5) |
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Press Release dated May 2, 2011.* |
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(a)(5)(i) |
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Press Release dated May 25, 2011. (filed herewith) |
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(b) |
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Not applicable. |
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(d) |
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Not applicable. |
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(g) |
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Not applicable. |
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(h) |
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Not applicable. |
* Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 3, 2011.
Item 13. Information Required By Schedule 13E-3 Not Applicable.
Exhibit 99.(a)(5)(i)
H&Q LIFE SCIENCES INVESTORS
NOTES TREATMENT OF “ODD LOT” ACCOUNTS IN TENDER OFFER
BOSTON, MA, May 25, 2011—H&Q Life Sciences Investors (NYSE: HQL) (the “Fund”) today noted, in response to inquiries from shareholders, the treatment of “odd lots” of the Fund’s shares (i.e., fewer than 100 shares) in connection with the Fund’s current tender offer for outstanding shares (the “Tender Offer”). As set forth in the Offer Notice and related documents for the Tender Offer, the Fund is offering to acquire for cash up to 35% of its outstanding shares (the “Offer Amount”) at a price equal to 98% of the Fund’s NAV per share as of the close of regular trading on the New York Stock Exchange on the business day immediately following the day the offer expires (“Pricing Date”). The Tender Offer commenced on May 3, 2011, and will expire at 11:59 p.m., Eastern time, on May 31, 2011, unless extended (the “Expiration Date”). In the event that the number of shares properly tendered and not withdrawn prior to the Expiration Date exceeds the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Tender Offer, purchase the Offer Amount on a pro rata basis from all shareholders who tender shares pursuant to the Tender Offer, including holders of “odd lots.” There can be no assurance that the Fund will be able to purchase all the shares that a shareholder tenders, even if such shareholder tenders all of such shareholder’s shares and even if such shareholder owns fewer than 100 shares in the aggregate. Shareholders may withdraw their tenders at any time prior to the Expiration Date.
The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer Notice and related Letter of Transmittal, which were mailed on or about May 3, 2011 to record holders of shares.
This announcement is not a recommendation, an offer to purchase or a solicitation to sell any securities of the Fund. The Tender Offer will be made only by an Offer Notice, a related Letter of Transmittal and other documents which have been filed with the Securities and Exchange Commission as exhibits to a tender offer statement on Schedule TO. Shareholders of the Fund should read the Offer Notice and tender offer statement on Schedule TO and related exhibits, as they contain important information about the Tender Offer. Shareholders may obtain further information regarding the Tender Offer from The Altman Group, Inc., the Information Agent for the Tender Offer, by calling (877) 361-7969.
# # #
H&Q Life Sciences Investors is a closed-end fund that invests in public and private companies in the life sciences industry. Hambrecht & Quist Capital Management LLC, based in Boston, serves as investment adviser to the Fund. Shares of the Fund can be purchased on the New York Stock Exchange through any securities broker.
For more information about H&Q Life Sciences Investors, please visit www.hqcm.com