SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date or Report (Date of earliest event reported): September 21, 1998
BIOTECHNICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-11854 22-2344703
(Commission File Number) (IRS Employer Identification No.)
4001 North War Memorial Drive, Peoria, IL 61614
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 309/681-0300
______________________________N/A_______________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On September 21, 1998, BioTechnica International, Inc. (the "Company")
received a letter from Limagrain Genetics Corp., its 95% parent ("LG
Corp."), notifying the Company of LG Corp.'s intention to cash out the
minority stockholders of the Company via a short form merger effected
pursuant to Section 253 of the General Corporation Law of the State of
Delaware (the "DGCL"). The consideration to be paid to the minority
stockholders of the Company in such merger is $0.05 (five cents) per
share.
Under the DGCL, because LG Corp. owns more than 90% of the Company, no
action will be required of the board of directors of the Company or the
stockholders of the Company (other than LG Corp. acting through its
board of directors), for the merger to become effective. Also, as a
"short form" merger, the board of directors of the Company had no right
to a role, nor did they have a role, in negotiating the cash-out price,
and the Company's directors have made no determination, nor are they
required to make a determination, with respect to the fairness of the
cash-out price.
No action is required of the Company's stockholders at this time. A
Transaction Statement describing the merger in detail and containing
other important information and instructions concerning the merger will
be distributed to all minority stockholders of the Company approximately
thirty days prior to the consummation of the merger. The merger is
expected to be consummated prior to December 31, 1998, or as soon as
practicable thereafter. Under the DGCL, minority stockholders of the
Company who do not wish to accept the consideration of $0.05 (five
cents) per share and who follow the procedures set forth in Section 262
of the DGCL will be entitled to have their shares of common stock
appraised by the Delaware Court of Chancery and to receive payment in
cash of the "fair value" of such shares. Prior to the consummation of
the merger, LG Corp. reserves the right to cancel the merger for any
reason, including without limitation if (i) any stockholder of the
Company seeks to enjoin the merger or (ii) in LG Corp.'s judgment, the
anticipated cost of the merger would be materially increased by the
number of stockholders of the Company seeking their appraisal remedy.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
1. Press Release dated September 21, 1998
2. Letter dated September 21, 1998
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BioTechnica International Inc.
By: /s/ Edward M. Germain
Date: September 21, 1998 Edward M. Germain
Chief Financial Officer
EXHIBIT 1
FOR IMMEDIATE RELEASE: September 21, 1998
CONTACT:
Bruno Carette, President and CEO
Limagrain Genetics Corp.
4001 N. War Memorial Drive Suite 200
Peoria, IL 61614
309/681-0300
LIMAGRAIN GENETICS CORP. ANNOUNCES ITS INTENTION
TO CASH OUT THE PUBLIC STOCKHOLDERS OF
BIOTECHNICA INTERNATIONAL, INC.
Limagrain Genetics Corp. ("LG Corp."), the 95% parent of
BioTechnica International, Inc. (the "Company"), announced today that it
has delivered a letter to the Company stating its intention to cash out
the public stockholders of the Company via a short form merger effected
pursuant to Section 253 of the General Corporation Law of the State of
Delaware. Pursuant to the merger, the public stockholders of the
Company will receive $0.05 (five cents) for each share of common stock
they own.
Because LG Corp. owns more than 90% of the Company, no action will
be required of the stockholders of the Company for the merger to become
effective. Also, as a "short form" merger, the board of directors of
the Company had no right to a role, nor did they have a role, in
negotiating the cash-out price, and the Company's directors have made no
determination, nor are they required to make a determination, with
respect to the fairness of the cash-out price.
No action is required of the Company's stockholders at this time.
A Transaction Statement describing the merger in detail and containing
other important information and instructions concerning the merger will
be distributed to all public stockholders of the Company approximately
thirty days prior to the consummation of the merger. The merger is
expected to be consummated prior to December 31, 1998, or as soon as
practicable thereafter. After consideration of those materials,
stockholders of the Company who do not wish to accept the consideration
of $0.05 (five cents) per share and who follow the necessary procedures
will be entitled to have their shares of common stock appraised by the
Delaware Court of Chancery and to receive payment in cash of the "fair
value" of such shares. Prior to the consummation of the merger, LG
Corp. reserves the right to cancel the merger for any reason, including
without limitation if any stockholder of the Company seeks to enjoin the
merger or if, in LG Corp.'s judgment, the anticipated cost of the merger
would be materially increased by the number of stockholders of the
Company seeking their appraisal remedy.
EXHIBIT 2
September 21, 1998
To: The Board of Directors of
BioTechnica International, Inc.
Dear Sirs:
Notice is hereby given that Limagrain Genetics Corp. ("LG Corp."), the
95% parent of BioTechnica International, Inc. (the "Company"), intends
to cash out the minority stockholders of the Company via a short form
merger effected pursuant to Section 253 of the General Corporation Law
of the State of Delaware (the "DGCL"). The consideration to be paid to
the minority stockholders of the Company in such merger is $0.05 (five
cents) per share.
Under the DGCL, because LG Corp. owns more than 90% of the Company, no
action will be required of the board of directors of the Company or the
stockholders of the Company (other than LG Corp. acting through its
board of directors), for the merger to become effective. LG Corp.
acknowledges that the board of directors of the Company had no right to
a role, nor did they have a role, in negotiating the cash-out price, and
the Company's directors have made no determination, nor are they
required to make a determination, with respect to the fairness of the
cash-out price.
LG Corp. will file, in the next few days, a Schedule 13e-3 transaction
statement (the "Transaction Statement") with the Securities and Exchange
Commission ("SEC"). After SEC review, the Transaction Statement, along
with a Notice of Merger and Appraisal Rights and a Letter of
Transmittal, will be distributed to each minority stockholder of the
Company approximately thirty days prior to the consummation of the
merger. The merger is expected to be consummated prior to December 31,
1998, or as soon as practicable thereafter.
Under the DGCL, minority stockholders of the Company who do not
wish to accept the consideration of $0.05 (five cents) per share
and who follow the procedures set forth in Section 262 of the
DGCL will be entitled to have their shares of common stock
appraised by the Delaware Court of Chancery and to receive
payment in cash of the "fair value" of such shares. Prior to the
consummation of the merger, LG Corp. reserves the right to cancel
the merger for any reason, including without limitation if (i)
any stockholder of the Company seeks to enjoin the merger or (ii)
in LG Corp.'s judgment, the anticipated cost of the merger would
be materially increased by the number of stockholders of the
Company seeking their appraisal remedy.
Sincerely,
/s/Bruno Carette
Bruno Carette
President and CEO