SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
DIGENE CORPORATION
(Name of Subject Company (Issuer))
CRUISER, INC.
a wholly-owned subsidiary of
CYTYC CORPORATION
(Offerors)
(Names of Filing Persons
(Identifying Status as Offeror, Issuer or Other Person))
COMMON STOCK, $0.01 PAR VALUE
(Including the Associated Right to Purchase Common Stock)
(Title of Class of Securities)
25375210
(CUSIP Number of Class of Securities)
Patrick J. Sullivan
Chief Executive Officer,
Vice Chairman and Chairman-elect
Cytyc Corporation
85 Swanson Road
Boxborough, MA 01719
(978) 263-8000
(Name, address, and telephone number of
person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Jonathan M. Moulton, Esq.
Lawrence A. Gold, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
(617) 248-7000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$689,706,902.70 $63,453.04
* Estimated for purposes of calculating the amount of the filing fee only
based on the product of (a) $31.15, the average of the high and low sales
price per share of the common stock, par value $0.01 per share, of Digene
Corporation on the Nasdaq National Market on February 25, 2002, plus $4.00,
the amount of additional cash consideration to be received for each share
of Digene common stock and (b) 19,621,818, the maximum number of shares of
Digene common stock estimated to be received by Cytyc Corporation upon the
consummation of the exchange offer and subsequent merger.
** 0.0092% of the Transaction Valuation.
|X| 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: $49,011.38
Form or Registration No.: Form S-4
Filing Party: Cytyc Corporation
Date Filed: March 1, 2002
|_| 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:
|X| 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: |_|
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This Tender Offer Statement on Schedule TO relates to an offer by
Cruiser, Inc., a Delaware Corporation ("Cruiser") and wholly owned subsidiary of
Cytyc Corporation, a Delaware corporation ("Cytyc"), to exchange all outstanding
shares of common stock, par value $0.01 per share, of Digene Corporation, a
Delaware corporation ("Digene"), for cash and shares of common stock, par value
$0.01 per share, of Cytyc ("Cytyc Common Stock"), as described in the
Prospectus referenced below (the "Offer").
The Offer is made pursuant to an Agreement and Plan of Merger, dated as
of February 19, 2002, by and among Cytyc, Cruiser and Digene, which contemplates
the Offer and the merger of Cruiser into Digene under circumstances described in
the Prospectus referenced below (the "Merger"). Cruiser and Cytyc have filed a
registration statement with the Securities and Exchange Commission on Form S-4
relating to the shares of Cytyc Common Stock to be issued to stockholders of
Digene in the Offer and the Merger (the "Registration Statement"). The terms and
conditions of the Offer and the Merger (as may from time to time be amended,
supplemented or finalized) are described in the preliminary prospectus dated as
of March 1, 2002 (as such preliminary prospectus may be amended and supplemented
and which is a part of the Registration Statement, the "Prospectus"), and the
related Letter of Transmittal.
ITEMS 1-11.
As permitted by General Instruction F to Schedule TO, all of the
information in the Prospectus and the related Letter of Transmittal, and any
prospectus supplement or other supplement thereto related to the Offer filed
with the Securities and Exchange Commission after the date hereof, is hereby
incorporated by reference in answer to Items 1 through 11 of this Schedule TO,
except as otherwise set forth below.
ITEM 12. EXHIBITS
(a) (1) (i) Registration Statement on Form S-4, File No. 333-83582,
dated March 1, 2002.*
(a) (1) (ii) Form of Letter of Transmittal.*
(a) (1) (iii) Form of Notice of Guaranteed Delivery.*
(a) (2) None.
(a) (3) Not applicable.
(a) (4) Not applicable.
(a) (5) (i) Form of Letter to Brokers, Dealers, etc.*
(a) (5) (ii) Form of Letter to Clients.*
(a) (5) (iii) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (5) (iv) Joint Press release issued by Cytyc Corporation and
Digene Corporation on February 19, 2002, as amended.**
(b) (i) None.
(c) Not applicable.
(d) (1) Agreement and Plan of Merger, dated February 19, 2002, by and
among Cytyc Corporation, Digene Corporation, and Cruiser, Inc.*
(d)(2) Stockholders Agreement, dated February 19, 2002, by and among
Cytyc Corporation, Cruiser, Inc. and certain stockholders of
Digene Corporation.*
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(d)(3) Transaction Option Agreement, dated February 19, 2002, by and
between Cytyc Corporation and Digene Corporation.*
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
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* Incorporated by reference from the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission by Cytyc Corporation on March
1, 2002.
** Incorporated by reference from Cytyc Corporation's Rule 425 filing with the
Securities and Exchange Commission on February 19, 2002.
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SIGNATURES
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.
CRUISER, INC.
By: /s/ Daniel J. Levangie
------------------------
Name: Daniel J. Levangie
Title: President
CYTYC CORPORATION
By: /s/ Patrick J. Sullivan
------------------------
Name: Patrick J. Sullivan
Title: Vice-Chairman, Chairman-elect
and Chief Executive Officer
Dated: March 1, 2002
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INDEX TO EXHIBITS
(a) (1) (i) Registration Statement on Form S-4, File No. 333-83582,
dated March 1, 2002.*
(a) (1) (ii) Form of Letter of Transmittal.*
(a) (1) (iii) Form of Notice of Guaranteed Delivery.*
(a) (2) None.
(a) (3) Not applicable.
(a) (4) Not applicable.
(a) (5) (i) Form of Letter to Brokers, Dealers, etc.*
(a) (5) (ii) Form of Letter to Clients.*
(a) (5) (iii) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a) (5) (iv) Joint Press release issued by Cytyc Corporation and
Digene Corporation on February 19, 2002, as amended.**
(b) (i) None.
(c) Not applicable.
(d)(1) Agreement and Plan of Merger, dated February 19, 2002, by and
among Cytyc Corporation, Digene Corporation, and Cruiser, Inc.*
(d)(2) Stockholders Agreement, dated February 19, 2002, by and among
Cytyc Corporation, Cruiser, Inc. and certain stockholders of
Digene Corporation.*
(d)(3) Transaction Option Agreement, dated February 19, 2002, by and
between Cytyc Corporation and Digene Corporation.*
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
- -----------------
* Incorporated by reference from the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission by Cytyc Corporation on March
1, 2002.
** Incorporated by reference from Cytyc Corporation's Rule 425 filing with the
Securities and Exchange Commission on February 19, 2002.
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