Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. __ )
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Chesapeake Biological Laboratories, Inc.
(Name of Subject Company (issuer))
AC Acquisition Subsidiary, Inc.
Cangene Corporation
(Names of Filing Person (offeror))
Class A Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
165146
(CUSIP Number of Class of Securities)
Alex Glasenberg
Chief Financial Officer
Cangene Corporation
3403 American Drive
Units 3/4
Mississauga, Ontario
L4V 1T4 Canada
(416) 749-9300
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy To:
Joel I. Frank, Esq.
Edward I. Tishelman, Esq.
Hartman & Craven LLP
460 Park Avenue
New York, New York 10022
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Calculation of Filing Fee
================================================================================
Transaction Valuation Amount of filing fee
Not Applicable. Not Applicable.
================================================================================
[ ] 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: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[X] 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:
[ ] third-party tender offer [ ] going-private transaction
subject to Rule 14d-1. subject to Rule 13e-3.
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
PRESS RELEASE CONTACT: Thomas P. Rice
For Immediate Release President & CEO
October 30, 2000 (410) 843-5000
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
SIGNS DEFINITIVE MERGER AGREEMENT
BALTIMORE, MARYLAND--Chesapeake Biological Laboratories, Inc. (Nasdaq National
Market: CBLI) and Cangene Corporation today announced a definitive merger
agreement under which Cangene will acquire Chesapeake Biological Laboratories in
an all-cash tender offer for $4.60 per share, or approximately $42 million
including Chesapeake Biological Laboratories' outstanding debt of $7.2 million.
Cangene is a biopharmaceutical company that develops, manufactures and markets
specialty plasma products (hyperimmumes) and recombinant therapeutic products
for international markets and a growing contract manufacturing business
capitalizing on the company's proven manufacturing expertise. Cangene is based
in Winnipeg, Manitoba, Canada, and in 1999 was listed in several publications as
one of the fastest growing profitable companies in Canada.
Chesapeake Biological Laboratories is a Baltimore based ISO 9001 certified
pharmaceutical and medical device developer and commercial manufacturing
services provider for parenteral and aseptic products. CBL serves a broad range
of life sciences customers, from major multi-national pharmaceutical firms to
emerging biotechnology companies and has contributed to the development and
production of more than 125 therapeutic products. CBL has particular expertise
in providing contract-manufacturing services for process-sensitive
bio-pharmaceutical products and specializes in services for the formulating,
filling and packaging of client's sterile injectable biopharmaceutical and
pharmaceutical products.
Thomas P. Rice, President and Chief Executive Officer, stated "We look forward
to working with a well capitalized, growing pharmaceutical firm that is
committed to accelerating our growth of pharmaceutical capabilities allowing CBL
to broaden our services to our expanding customer base, enabling CBL to
capitalize on the outsourcing trends in the industry and improve the Company's
competitive position on the national and international level. "
Under the agreement, Cangene will commence a tender offer for CBL common stock
and convertible preferred stock for $4.60 per share in cash. Following
completion of the tender offer, Cangene intends to complete a second-step merger
in which all remaining CBL shareholders will receive the same cash price paid in
the tender offer. The tender offer is expected to close in early January 2001.
The board of directors of Chesapeake Biological Laboratories has approved the
merger agreement and intends to recommend to the CBL shareholders that they
tender their shares into the proposed offer from Cangene. The executive
officers, board members and selected significant shareholders of CBL have agreed
to tender their approximately 1,800,000 shares (approximately 26%) into the
offer.
The tender offer is subject to customary closing conditions, including the
tender of a majority of Chesapeake Biological Laboratories' outstanding common
stock and obtaining necessary regulatory approvals.
Arnhold and S. Bleichroeder, Inc. acted as financial advisor to Chesapeake
Biological Laboratories and provided a fairness opinion. Piper Marbury Rudnick &
Wolfe LLP acted as legal counsel to CBL.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE SHARES OF CHESAPEAKE
BIOLOGICAL LABORATORIES, INC. AT THE TIME THE OFFER IS COMMENCED, CANGENE'S
SUBSIDIARY WILL FILE A TENDER OFFER STATEMENT AND CHESAPEAKE BIOLOGICAL
LABORATORIES WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION. THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THE OFFER TO PURCHASE AND THE OTHER OFFER DOCUMENTS
INCLUDED IN THE TENDER OFFER STATEMENT, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
SHAREHOLDERS OF CHESAPEAKE BIOLOGICAL LABORATORIES AT NO EXPENSE TO THEM. THESE
AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
ALSO BE AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE
AT WWW.SEC.GOV.
THIS PRESS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH ARE
INTENDED TO BE COVERED BY THE SAFE HARBORS CREATED THEREBY. FORWARD-LOOKING
STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS
THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
THE COMPANY EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. YOU CAN
IDENTIFY FORWARD-LOOKING STATEMENTS BY THE USE OF FORWARD-LOOKING TERMINOLOGY
SUCH AS "BELIEVES", "EXPECTS", "MAY", "WILL", "SHOULD", "SEEKS",
"APPROXIMATELY", "INTEND" OR "ANTICIPATES".
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FOR IMMEDIATE RELEASE
NEWS RELEASE
Listed TSE, Symbol: CNJ
CANGENE TO ACQUIRE U.S. CONTRACT MANUFACTURING COMPANY
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Toronto and Winnipeg, Canada, October 30,2000 - Cangene Corporation today
announced that it has entered into a definitive merger agreement, subject to
certain closing conditions, under which Cangene will acquire the outstanding
stock of Chesapeake Biological Laboratories, Inc. (Nasdaq National Market:
CBLI), a Baltimore, Maryland based pharmaceutical and medical device developer
and commercial manufacturing services provider for parenteral and aseptic
products. The Cangene and Chesapeake Boards have unanimously approved the
transaction.
Under the terms of the agreement, Cangene will acquire all of the outstanding
stock of CBLI for US $4.60 per share in cash, for approximately US $42 million,
including the assumption of US $7.2 million in outstanding debt. This
transaction will be funded with a line of credit to be obtained from Cangene's
bankers. Cangene will commence a tender offer for CBLI common stock and
convertible preferred stock. The tender offer is expected to close during
January 2001. The executive officers, board members and selected significant
shareholders of CBLI have agreed to tender their approximately 1,800,000 shares
(approximately 26%) in the offer.
Dr. John Langstaff, President and CEO of Cangene stated that "this is an
exciting opportunity for Cangene. We believe that the need for contract
manufacturing services in the biotech industry is only just beginning and we
expect to grow this business rapidly over the next several years. One of our
goals this year was to increase our contract manufacturing business and this
acquisition broadens our base significantly."
Cangene is one of Canada's largest biotechnology companies. Founded in 1984 in
Mississauga, Ontario, Cangene is now headquartered in Winnipeg but carries on
research and development activities in both cities. It uses patented
manufacturing processes to produce plasma-derived and recombinant therapeutic
proteins. It is also using its drug-manufacturing expertise in a developing
contract manufacturing business. Its FDA-licensed, ISO 9001 registered
manufacturing facilities are located in Winnipeg. Cangene's website,
www.cangene.com, includes product and investor information, including past news
releases.
Chesapeake Biological Laboratories is a Baltimore based ISO 9001 certified
pharmaceutical and medical device developer and commercial manufacturing
services provider for parenteral and aseptic products. CBLI serves a broad range
of life sciences customers, from major multi-national pharmaceutical firms to
emerging biotechnology companies and has contributed to the development and
production of more than 125 therapeutic products. CBLI has particular expertise
in providing contract-manufacturing services for process-sensitive
bio-pharmaceutical products and specializes in services for the formulating,
filling and packaging of client's sterile injectable biopharmaceutical and
pharmaceutical products.
The foregoing may contain forward-looking comments that involve risks and
uncertainties. While the comments reflect management's judgement regarding
future events at this point in time, there can be no guarantees with such events
as regulatory process and the approval of new manufacturing processes for
existing products or new products or the approval of new products, clinical
trial progress, the commercial or technical success of new products, the
availability of raw materials, or the dependence on corporate relationships.
Management relies on certain assumptions regarding demand; customer, supplier
and subcontractor performance; and government policies and actions. Actual
results may differ materially from projections. While Cangene has one drug
currently on the market, most of its products are still in the investigational
stage. Risks and competition are discussed more fully in the Company's annual
information form.
For further information about Cangene Corporation, contact Ms. Jean Compton,
Manager, Investor Relations at (905) 405-2900, or by e-mail to
jcompton@cangene.com To request a free copy of this corporation's annual report,
please go to www.newswire.ca and click on reports@cnw.
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