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
KENSEY NASH CORPORATION
(Name of Subject Company (Issuer))
KONINKLIJKE DSM N.V.
BIOMEDICAL ACQUISITION CORPORATION
(Names of Filing Persons (Offerors))
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
490057106
(CUSIP Number of Class of Securities)
Hugh Welsh
President
DSM North America
DSM North America
45 Waterview Boulevard
Parsippany, NJ 07054
(973) 257-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
William A. Groll
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee* | |
Not Applicable* | Not Applicable* | |
* | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
o | 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 | Filing Party: | N/A | |
Form of Registration No.: | N/A | Date Filed: | N/A |
x | 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 | |
o | issuer tender offer subject to Rule 13e-4 | |
o | going private transaction subject to Rule 13e-3 | |
o | 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
This filing on Schedule TO relates to a planned tender offer by Biomedical Acquisition Corporation (“Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of Koninklijke DSM N.V., a corporation organized in the Netherlands (“DSM”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, of Kensey Nash Corporation, a Delaware corporation (“Kensey Nash”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of May 2, 2012, by and among DSM, Purchaser and Kensey Nash.
Additional Information
The planned tender offer described in this document and the exhibits hereto has not yet been commenced. This document and the exhibits contained herein are neither an offer to purchase nor a solicitation of an offer to sell shares of Kensey Nash. At the time the tender offer is commenced, DSM and its wholly-owned subsidiary, Purchaser, intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer and Kensey Nash intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. DSM, Purchaser and Kensey Nash intend to mail these documents to the stockholders of Kensey Nash. These documents will contain important information about the tender offer, and stockholders of Kensey Nash are urged to read them carefully when they become available. Stockholders of Kensey Nash will be able to obtain a free copy of these documents (when they become available) and other documents filed by Kensey Nash, DSM or Purchaser with the Securities and Exchange Commission at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase or from DSM.
Forward-Looking Statements
This document and the exhibits hereto contain certain forward looking statements that involve a number of risks and uncertainties. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such statements. Such risks and uncertainties include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Kensey Nash stockholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; any conditions imposed by governmental or regulatory authorities in connection with consummation of the tender offer and the merger; satisfaction of various other conditions to the completion of the tender offer and the merger contemplated by the merger agreement; and other risk factors as set forth from time to time in DSM’s Annual Report and in filings with the SEC including, but not limited to, Part I, Item 1A of Kensey Nash’s Form 10-K for the fiscal year ended June 30, 2011, other Kensey Nash reports on Form 10-K, Form 10-Q and Form 8-K and, when made, DSM’s Schedule TO and related documentation and Kensey Nash’s Schedule 14D-9 to be filed in connection with the tender offer. The inclusion of a forward-looking statement herein should not be regarded as a representation by DSM or Kensey Nash that DSM’s or Kensey Nash’s objectives will be achieved. DSM and Kensey Nash undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
EXHIBIT INDEX
(a)(5)(A) Press Release issued by DSM on May 3, 2012
(a)(5)(B) Transcript of DSM Media Conference Call, May 3, 2012
(a)(5)(C) Transcript of DSM Analysts Conference Call, May 3, 2012
(a)(5)(D) Transcript of DSM Video Presentation Titled "DSM and Kensey Nash: Creating a leading biomedical business", May 3, 2012
(a)(5)(E) DSM Presentation Materials for Media Conference Call, May 3, 2012