OMRIX BIOPHARMACEUTICALS, INC. Filed by JOHNSON & JOHNSON

Transcription

1 OMRIX BIOPHARMACEUTICALS, INC. Filed by JOHNSON & JOHNSON FORM SC TO-T/A (Amended tender offer statement by Third Party) Filed 12/12/08 Address 630 FIFTH AVENUE, 22ND FLOOR NEW YORK, NY Telephone (212) CIK Symbol OMRI SIC Code Pharmaceutical Preparations Industry Major Drugs Sector Healthcare Fiscal Year 12/31 Copyright 2008, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C SCHEDULE TO Amendment No. 2 Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 OMRIX BIOPHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) BINDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of JOHNSON & JOHNSON (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) (CUSIP Number of Class of Securities) James J. Bergin, Esq. Johnson & Johnson One Johnson & Johnson Plaza New Brunswick, NJ (732) (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Robert I. Townsend, III Eric L. Schiele Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY (212) CALCULATION OF FILING FEE Transaction Valuation(1) Amount of Filing Fee(2) $ 447,192,900 $17, (1) Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 17,887,716 shares of Omrix Biopharmaceuticals, Inc. common stock (representing the number of shares, including shares of common stock outstanding, in-the-money options, warrants and restricted stock units) by $25.00 per share, which is the offer price.

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4 (2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued December 27, 2007, by multiplying the transaction value by 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: $17, Filing Party: Johnson & Johnson and Binder Merger Sub, Inc. Form of Registration No.: Schedule TO Date Filed: November 25, 2008 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 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.

5 This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this Amendment ) is filed by (i) Binder Merger Sub, Inc., a Delaware corporation (the Purchaser ) and wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation ( Parent ), and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 25, 2008, as amended (the Schedule TO ), and relates to the offer (the Offer ) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the Shares ), of Omrix Biopharmaceuticals, Inc., a Delaware corporation (the Company ), at a purchase price of $25.00 per Share net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 25, 2008 (together with any amendments and supplements thereto, the Offer to Purchase ) and in the related Letter of Transmittal. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase. Item 11. Additional Information. On December 9, 2008, an individual alleging himself to be a stockholder of Seller filed a lawsuit on behalf of a putative class of Seller s stockholders in the Supreme Court of the State of New York, County of New York, captioned Burton v. Ellberger et al., Index No. 08/ The complaint names as defendants Seller, the members of the Seller Board, Purchaser and Parent. The complaint alleges that the members of the Seller Board breached their fiduciary duties to Seller s stockholders by agreeing to the Offer and the Merger at an inadequate price and failing to disclose certain purportedly material information about the Offer and the Merger, and that Purchaser and Parent aided and abetted the purported breaches of fiduciary duties. The complaint seeks a declaration that the Merger is in breach of the fiduciary duties of the defendants and thus unlawful and unenforceable, a temporary and permanent injunction against the Offer, the Merger and any material transactions or changes to Seller s business and assets, a rescission of the Merger or award of damages to the putative class in the event the Merger is consummated prior to the entry of final judgment, additional disclosure by defendants regarding the Merger, an award of interest at the statutory rate, and an award of fees and expenses to the plaintiff s counsel and experts. Purchaser and Parent intend vigorously to defend the action. On December 10, 2008, the Israeli General Director of the Antitrust Authority approved the purchase of the Shares pursuant to the Offer and the consummation of the Merger under the Israeli Anti-Trust Law. Accordingly, the condition to the Offer relating to the approval under the Israeli Anti-Trust Law for the purchase of the Shares pursuant to the Offer and for the consummation of the Merger (or the expiration or termination prior to the expiration of the Offer of the applicable waiting period thereunder) has been satisfied. On December 11, 2008, Parent issued a press release announcing the approval under the Israeli Anti-Trust Law, a copy of which is filed as Exhibit (a)(5)(d) hereto. Item 12. Exhibits Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a)(5)(d) Press Release issued by Johnson & Johnson on December 11, 2008.

6 SIGNATURE 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. BINDER MERGER SUB, INC. By /s/ Steven Rosenberg Name: Title: Steven Rosenberg Secretary Date: December 11, 2008 JOHNSON & JOHNSON By / s/ John A. Papa Name: Title: John A. Papa Treasurer Date: December 11,

7 Exhibit Exhibit Name (a)(5)(d) Press Release issued by Johnson & Johnson on December 11,

8 Exhibit (a)(5)(d) Press Contacts: Jeffrey J. Leebaw Bill Price (732) (732) (732) (M) (732) (M) Investor Contacts: Louise Mehrotra Stan Panasewicz (732) (732) FOR IMMEDIATE RELEASE Johnson & Johnson Announces Receipt of Israeli Antitrust Approval for Acquisition of Omrix New Brunswick, N.J. (Dec. 11, 2008) -- Johnson & Johnson (NYSE: JNJ) today announced that the Israeli General Director of the Antitrust Authority has approved Johnson & Johnson s proposed acquisition of Omrix Biopharmaceuticals, Inc. (NASDAQ: OMRI), under the Restrictive Trade Practices Law of Israel. Johnson & Johnson announced its intention to acquire Omrix on November 24, It commenced, through a new wholly-owned subsidiary, Binder Merger Sub, Inc., a cash tender offer on November 25, 2008, to purchase all outstanding shares of common stock of Omrix for $25.00 per share, less any required withholding taxes. The approval, which was dated December 10, 2008, satisfies one of the conditions to the tender offer, which is set to expire at 12:00 midnight on December 23, The tender offer is also conditioned on the tender of a majority of the outstanding shares of Omrix s common stock on a fully diluted basis, the approval by the Investment Center of Israel of the proposed acquisition and the satisfaction of other customary closing conditions. About Johnson & Johnson Caring for the world, one person at a time inspires and unites the people of Johnson & Johnson. We embrace research and science - bringing innovative ideas, products and services to advance the health and well-being of people. Our 119,400 employees at more than 250 Johnson & Johnson companies work with partners in health care to touch the lives of over a billion people every day, throughout the world.

9 Additional Information This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Omrix Biopharmaceuticals, Inc. Johnson & Johnson and Binder Merger Sub, Inc. have filed a tender offer statement with the Securities and Exchange Commission ( SEC ), and have mailed an offer to purchase, forms of letter of transmittal and related documents to Omrix stockholders. Omrix has filed with the SEC, and has mailed to Omrix stockholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer and stockholders of Omrix are urged to read them carefully. These documents are available at no charge at the SEC s website at The tender offer statement and the related materials may be obtained for free by directing a request by mail to Georgeson Inc., 199 Water Street, New York, New York or by calling toll-free (888) In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may be obtained free of charge by directing a request to Johnson & Johnson at or Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, Attn: Corporate Secretary s Office. ###