UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
CONMED HEALTHCARE MANAGEMENT, INC.
(Name of Subject Company)
HANOVER MERGER SUB, INC.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
CORRECT CARE SOLUTIONS, LLC
(Name of Filing Persons (Parent of Offeror))
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
20741M03
(CUSIP Number of Class of Securities)
Correct Care Solutions, LLC
1283 Murfreesboro Road, Suite 500
Nashville, TN 37217
Attention: Jerry Boyle
(800) 592-2974
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Jane D. Goldstein, Esq.
Kendrick Chow, Esq.
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
Phone: (617) 951-7000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |||||
| $ | 59,326,387 | $ | 6,799 | |||
| * | Estimated solely for purposes of calculating amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction value was calculated by adding (1) the product of (a) the offer price of $3.95 per share of common stock of Conmed Healthcare Management, Inc. (“Conmed”), par value $0.0001 per share (“Shares”) and (b) 13,959,315 Shares issued and outstanding, (2) the product of (a) the difference between (x) $3.95 and (y) an exercise price of $2.49 (the weighted-average exercise price of outstanding options) and (b) 2,752,803 Shares issuable pursuant to outstanding options with an exercise price less than $3.95 and (3) the product of (a) the difference between (x) 3.95 and (y) an exercise price of $1.85 (the weighted-average exercise price of outstanding options and (b) 80,000 Shares issuable pursuant to outstanding warrants. The number of issued and outstanding Shares and Shares issuable pursuant to options and warrants are each as represented by Conmed in the Agreement and Plan of Merger, dated as of July 16, 2012, among Correct Care Solutions, LLC, Hanover Merger Sub, Inc. and Conmed. |
| ** | The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction value by .00011460. |
| þ | 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: $6,799 | Filing Party: Correct Care Solutions, LLC | |
| Form or Registration No.: Schedule TO | Date Filed: July 30, 2012 |
| ¨ | 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:
| þ | 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. |
| þ | 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: þ
| CUSIP No. 20741M03 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Correct Care Solutions, LLC
IRS Identification No. 32-0092573 | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | ||
| 3. |
SEC Use Only
| ||
| 4. |
Source of Funds (See Instructions)
WC | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ¨ | |
| 6. |
Citizenship or Place of Organization
Kansas | ||
|
Number of Shares |
7. Sole Voting Power -0- |
|
Beneficially Owned by |
8. Shared Voting Power 13,510,984 |
|
Each Reporting |
9. Sole Dispositive Power -0- |
|
Person With |
10. Shared Dispositive Power 13,510,984 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,510,984
|
||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11) 96.2%
|
||
| 14. |
Type of Reporting Person (See Instructions)
OO |
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 30, 2012 (which, together with any subsequent amendments and supplements thereto, collectively constitute this “Schedule TO”). This Schedule TO relates to the tender offer by Hanover Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned direct subsidiary of Correct Care Solutions, LLC, a Kansas limited liability company (“Parent”) for all of the outstanding shares of common stock, per value $0.0001 per share (“Shares”), of Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), at a price of $3.95 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the Offer to Purchase dated July 30, 2012 (which, together with the supplement described below and any subsequent amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal,” and collectively with the Offer to Purchase, the “Offer”), each as filed with the Securities and Exchange Commission on July 30, 2012 as exhibits to the Schedule TO.
All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Items 1 through 9 and Item 11 in this Schedule TO, except those items to which information is specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the statement on Schedule 13D filed on July 26, 2012, as amended, by Parent.
Amendments to this Schedule TO
Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; and Additional Information
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“The Offer and withdrawal rights expired at 5:00 p.m. (New York City time) on August 27, 2012. The Depositary has advised us that 13,510,984 Shares were validly tendered and not validly withdrawn, representing approximately 96.2% of the outstanding Shares, which satisfies the Minimum Tender Condition. Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn. Parent will purchase and pay for all such Shares promptly.
Purchaser and Parent intend to promptly complete the acquisition of the Company through a “short form” merger, as soon as practicable, in which Purchaser is merged with and into the Company, with the Company surviving the Merger and continuing as a direct wholly owned subsidiary of Parent. The Merger is anticipated to occur on or about August 29, 2012. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares owned by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, and in each case not held on behalf of third parties and (ii) Shares owned by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically canceled and converted into the right to receive the Offer Price in cash, without interest and less any applicable withholding taxes. The Company expects that August 29, 2012 will be the last day Shares are traded through the NYSE Amex.
On August 28, 2012, Parent and the Company issued a joint press release announcing the expiration and results of the Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:
|
Exhibit No. |
Description | |
| (a)(5)(B) | Joint Press Release issued by Correct Care Solutions, LLC and Conmed Healthcare Management, Inc. on August 28, 2012. |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 28, 2012
| HANOVER MERGER SUB, INC. | ||
| By: | /s/ Gerard Boyle | |
| Name: | Gerard Boyle | |
| Title: | President | |
| CORRECT CARE SOLUTIONS, LLC | ||
| By: | /s/ Gerard Boyle | |
| Name: | Gerard Boyle | |
| Title: | President & Chief Executive Officer | |
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| (a)(1)(A) | Offer to Purchase, dated July 30, 2012.* | |
| (a)(1)(B) | Form of Letter of Transmittal.* | |
| (a)(1)(C) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(D) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Form of Summary Advertisement as published in The New York Times on July 30, 2012.* | |
| (a)(5)(A) | Joint Press Release issued by Correct Care Solutions, LLC, Hanover Merger Sub, Inc. and Conmed Healthcare Management, Inc. on July 16, 2012 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Correct Care Solutions, LLC with the Securities and Exchange Commission on July 16, 2012).* | |
| (a)(5)(B) | Joint Press Release issued by Correct Care Solutions, LLC and Conmed Healthcare Management, Inc. on August [28], 2012 (filed electronically herewith). | |
| (b)(1) | Commitment Letter, dated as of July 16, 2012, among Correct Care Solutions, LLC, General Electric Capital Corporation and Ares Capital Corporation.* | |
| (d)(1) | Agreement and Plan of Merger, dated as of July 16, 2012, among Conmed Healthcare Management, Inc., Correct Care Solutions, LLC and Hanover Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on From 8-K filed by Conmed Healthcare Management, Inc. with the Securities and Exchange Commission on July 18, 2012).* | |
| (d)(2) | Form of Tender and Voting Agreement and schedule of signatories thereto (incorporated herein by reference to Exhibit 99.1 to the Current Report on From 8-K filed by Conmed Healthcare Management, Inc. with the Securities and Exchange Commission on July 18, 2012).* | |
| (d)(3) | Confidentiality Agreement, dated January 24, 2012, by and between Correct Care Solutions, LLC and Conmed Healthcare Management, Inc.* | |
| (d)(4) | Employment Agreement, dated as of July 16, 2012, by and between Richard W. Turner and Conmed Healthcare Management, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on From 8-K filed by Conmed Healthcare Management, Inc. with the Securities and Exchange Commission on July 18, 2012).* | |
| (d)(5) | Employment Agreement, dated as of July 16, 2012, by and between Stephen B. Goldberg and Conmed Healthcare Management, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on From 8-K filed by Conmed Healthcare Management, Inc. with the Securities and Exchange Commission on July 18, 2012).* | |
| (d)(6) | Employment Agreement, dated as of July 16, 2012, by and between Larry Doll and Conmed Healthcare Management, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on From 8-K filed by Conmed Healthcare Management, Inc. with the Securities and Exchange Commission on July 18, 2012).* | |
| (g) | None. | |
| (h) | None. |
* Previously filed with Tender Offer Statement on Schedule TO filed with the SEC on July 30, 2012.
Correct Care Solutions and Conmed Healthcare Management Announce Completion of Tender Offer for Conmed Healthcare Management
HANOVER, Md. & NASHVILLE, Tenn., Aug 28, 2012 (BUSINESS WIRE) — Conmed Healthcare Management, Inc. (Conmed), a leading full service provider of correctional facility healthcare services to juvenile and adult county detention centers, and Correct Care Solutions, LLC (CCS), a national provider of medical, mental health, care management and medical technology services to municipal, county, state and federal jail and correctional facilities serving both adult and juvenile populations, today announced that the tender offer by CCS for Conmed shares for $3.95 per share in cash has been completed.
The offer expired at 5:00 p.m., New York City time, on August 27, 2012. Based on information provided by Wells Fargo, the depositary for the offer, as of the close of business on the expiration date of the offer, 13,510,984 Conmed shares were validly tendered and not withdrawn. The tendered shares represent approximately 96.2% of Conmed’s outstanding shares of common stock. All Conmed shares that were validly tendered and not withdrawn immediately prior to the expiration of the offer have been accepted by CCS for payment. CCS will purchase and pay for all such shares promptly.
CCS intends to promptly complete the acquisition of Conmed through a short-form merger under Delaware law, as soon as practicable, with the completion of the merger anticipated to occur on or about August 29, 2012. As a result of the merger, any remaining shares of Conmed common stock will be converted into the right to receive the offer price of $3.95 in cash paid in the tender offer, without interest and less any required withholding taxes (other than shares of Conmed common stock for which appraisal right are validly exercised under Delaware law and any shares owned by CCS or any of its subsidiaries). Upon completion of the merger, Conmed will become a wholly owned subsidiary of CCS, its shares will cease to be traded on the NYSE Amex, and Conmed will no longer be required to file certain information and periodic reports with the U.S. Securities and Exchange Commission (SEC).
The combined company is expected to service nearly 100,000 patients daily and operate in 25 states, with over 5,000 employees, allowing it to bring to its patients best in class doctors, nurses, and mental health professionals. Together, CCS and Conmed will have capabilities in clinical care, mental health, telepsychiatry, electronic medical records, utilization management and pharmacy services.
About Conmed
Conmed has provided correctional healthcare services since 1984, beginning in the State of Maryland, and currently serves county and municipal correctional facilities in ten states: Arizona, Kansas, Kentucky, Maryland, New Jersey, Oregon, Tennessee, Texas, Virginia and Washington. For more information, visit us at www.conmedinc.com ..
About Correct Care Solutions
Correct Care Solutions, LLC began providing services in 2003. CCS is a comprehensive correctional healthcare solutions provider with the home office based in Nashville, Tennessee. Currently, CCS is responsible for providing daily healthcare for over 65,000 inmates in correctional facilities throughout 21 states. More information can be found at www.correctcaresolutions.com .
Forward Looking Statements
This press release may contain forward-looking statements. These forward-looking statements involve significant risks and uncertainties and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements include, without limitation, statements regarding the intent of any parties about future actions. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including risks and uncertainties relating to these matters that are discussed in the documents filed with the Securities and Exchange Commission by Conmed. These forward-looking statements reflect Conmed's expectations as of the date of this press release. Conmed undertakes no obligation to update the information provided herein.
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Additional Information
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Conmed common stock. CCS has filed a tender offer statement on Schedule TO, as amended, with the SEC containing an offer to purchase, form of letter of transmittal and other documents relating to the tender offer and Conmed has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with respect to the tender offer. CCS and Conmed have mailed these documents to Conmed’s stockholders. Conmed stockholders may obtain a free copy of these documents and other documents filed by CCS and Conmed with the SEC at the Web site maintained by the SEC at www.sec.gov.
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