UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45677N205
(CUSIP Number of Class of Securities)
| TRANSACTION VALUATION(1) | AMOUNT OF FILING FEE(2) | |||
$42,000,000 |
$3,864 | |||
| (1) | Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of (i) 26,200,815 shares of the outstanding common stock, par value $0.001 per share, of the Issuer (the “Issuer Company Stock”) and (ii) 4,681,538 shares of Issuer Company Stock issuable upon the exercise of outstanding options having an exercise price less than or equal to the offer price of $1.36 per share. | |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) and Section 14(g)(3) of the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 issued by the Securities and Exchange Commission on October 18, 2002, equals 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: $3,864 | Form or Registration No.: SC TO-T | |
| Filing Parties: Babcock, Inc. and Invitrogen Corporation | Date Filed: October 25, 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: [ ]
| ITEMS 1-11 | ||||||||
| ITEM 12. EXHIBITS. | ||||||||
| ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.(A)(5)(4) | ||||||||
ITEMS 1-11
This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), filed initially with the Securities and Exchange Commission on October 25, 2002 by Babcock, Inc., a Delaware corporation (“Babcock”) and a wholly owned subsidiary of Invitrogen Corporation, a Delaware corporation (“Invitrogen”) and Invitrogen. On October 29, 2002 and November 15, 2002, Babcock and Invitrogen filed Amendments No. 1 and No. 2, respectively, to the Schedule TO. The Schedule TO relates to the offer by Babcock to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”) of InforMax, Inc., a Delaware corporation (“InforMax”), at a purchase price of $1.36 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 25, 2002 (the “Offer to Purchase”), and in the related Letters of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(1) and (a)(1)(2) thereto, respectively. Capitalized terms that are not otherwise defined herein shall have the respective meanings ascribed to them in the Schedule TO or the Offer to Purchase, as applicable.
Items 1-11 of the Schedule TO are hereby amended and supplemented to add to the end thereof the following:
The initial offering period expired at 12:00 midnight, New York City time, on Friday, November 22, 2002. Following the expiration of the initial offering period, Babcock accepted for payment all Shares validly tendered pursuant to the Offer. American Stock Transfer and Trust, the Depositary for this transaction, informed Babcock that approximately 26,178,789 Shares were validly tendered and not withdrawn as of the expiration of the initial offering period, including 3,966,855 Shares tendered by notice of guaranteed delivery. This number of Shares represented approximately 85.9% of the issued and outstanding Shares of InforMax and satisfied the Minimum Condition.
On November 25, 2002, Invitrogen issued a press release announcing the results of the initial offering period and announcing that a subsequent offering period for the Offer would commence immediately and expire on Wednesday, December 4, 2002 at 5:00 p.m. New York City time. During the subsequent offering period, Shares will be accepted and promptly paid for as they are tendered. The same $1.36 per Share paid during the initial offering period will be paid during the subsequent offering period. Shares tendered during the initial offering period and during the subsequent offering period may not be withdrawn. The full text of the press release issued by Invitrogen is attached hereto as Exhibit (a)(5)(4) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended as follows:
| (a)(1)(1) | Offer to Purchase, dated October 25, 2002.* | |
| (a)(1)(2) | Form of Letter of Transmittal.* | |
| (a)(1)(3) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(5) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(6) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a)(1)(7) | Form W-8BEN and Instructions for same.* | |
| (a)(1)(8) | Form of Summary Advertisement, dated October 25, 2002.* | |
| (a)(5)(1) | Text of joint press release issued by Invitrogen and InforMax on October 15, 2002.* | |
| (a)(5)(2) | Transcript of joint public conference call hosted by Invitrogen and InforMax on October 15, 2002.* | |
| (a)(5)(3) | Presentation materials from webcast hosted by Invitrogen and InforMax on October 15, 2002.* | |
| (a)(5)(4) | Text of press release issued by Invitrogen on November 25, 2002. | |
| (b) | Not applicable. | |
| (d)(1) | Agreement and Plan of Merger, dated as of October 15, 2002, by and among InforMax, Invitrogen and Purchaser.* | |
| (d)(2) | Exclusivity Letter Agreement between Invitrogen and InforMax, dated October 3, 2002 (including letter dated September 25, 2002, containing incorporated provisions).* | |
| (d)(3) | Confidentiality Agreement between Invitrogen and InforMax, dated June 25, 2002.* | |
| (d)(4) | Confidentiality Agreement between Invitrogen and InforMax, dated October 24, 2002.* | |
| (g) | Not applicable. | |
| (h) | Not applicable. |
| * | Previously filed. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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.
| |
BABCOCK, INC. By /s/ John A. Cottingham Name: John A. Cottingham Title: Secretary INVITROGEN CORPORATION By /s/ C. Eric Winzer Name: C. Eric Winzer Title: Chief Financial Officer |
Dated: November 25, 2002
EXHIBIT INDEX
| (a)(1)(1) | Offer to Purchase, dated October 25, 2002.* | |
| (a)(1)(2) | Form of Letter of Transmittal.* | |
| (a)(1)(3) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(5) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(6) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
| (a)(1)(7) | Form W-8BEN and Instructions for same.* | |
| (a)(1)(8) | Form of Summary Advertisement, dated October 25, 2002.* | |
| (a)(5)(1) | Text of joint press release issued by Invitrogen and InforMax on October 15, 2002.* | |
| (a)(5)(2) | Transcript of joint public conference call hosted by Invitrogen and InforMax on October 15, 2002.* | |
| (a)(5)(3) | Presentation materials from webcast hosted by Invitrogen and InforMax on October 15, 2002.* | |
| (a)(5)(4) | Text of press release issued by Invitrogen on November 25, 2002. | |
| (b) | Not applicable. | |
| (d)(1) | Agreement and Plan of Merger, dated as of October 15, 2002, by and among InforMax, Invitrogen and Purchaser.* | |
| (d)(2) | Exclusivity Letter Agreement between Invitrogen and InforMax, dated October 3, 2002 (including letter dated September 25, 2002, containing incorporated provisions).* | |
| (d)(3) | Confidentiality Agreement between Invitrogen and InforMax, dated June 25, 2002.* | |
| (d)(4) | Confidentiality Agreement between Invitrogen and InforMax, dated October 24, 2002.* | |
| (g) | Not applicable. | |
| (h) | Not applicable. |
| * | Previously filed. |