UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL MED TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
Atlas Acquisition Corp.
Haemonetics Corporation
(Names of Filing Persons (Offerors))
Common Stock, $0.01 par value per share, and
Series A Convertible Preferred Stock, $0.01 par value per share
(Title of Class of Securities)
37935E101
(CUSIP Number of Class of Securities)
Brian P. Concannon
President and Chief Executive Officer
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
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James S. OShaughnessy, Esq. |
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General Counsel
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Lisa R. Haddad, Esq. |
Haemonetics Corporation
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Goodwin Procter LLP |
400 Wood Road
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53 State Street |
Braintree, Massachusetts 02184
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Boston, Massachusetts 02109 |
(781) 848-7100
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(617) 570-1000 |
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
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$73,386,833.94
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$ |
5,233 |
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* |
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Estimated solely for purposes of calculating amount of filing fee in
accordance with Rule 0-11 under the Securities Exchange Act of 1934,
as amended (the Exchange Act). The transaction value is based upon
the offer to purchase up to 54,653,157 shares of Common Stock of
Global Med Technologies, Inc. at a purchase price of $1.22 cash per
share and 3,960 shares of Series A Convertible Preferred Stock at a
purchase price of $1,694.44 cash per share. Such number of shares of
Common Stock represents the total of 38,160,594 issued and outstanding
shares of Common Stock, outstanding options with respect to 6,420,271
shares of Common Stock, and outstanding warrants with respect to
10,072,292 shares of Common Stock, in each case as of February 18,
2010. Such number of shares of Series A Convertible Preferred Stock
represents all issued and outstanding shares of Series A Convertible
Preferred Stock as of February 18, 2010. |
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The amount of the filing fee, calculated in accordance with Rule 0-11
of the Exchange Act, equals 0.00007130 of the transaction valuation. |
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing registration
statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid:
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$ |
5,233 |
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Filing Party:
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Haemonetics Corporation and Atlas Acquisition Corp. |
Form or Registration No.:
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Schedule TO
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Date Filed:
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February 19, 2010 |
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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:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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: o
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the SEC) on February 19, 2010, as
amended by that certain Amendment No. 1 to the Schedule TO filed with the SEC on February 25, 2010
(as so amended, the Schedule TO). The Schedule TO relates to the offer by Atlas Acquisition
Corp., a Colorado corporation (Acquisition Corp.) and a direct wholly-owned subsidiary of
Haemonetics Corporation, a Massachusetts corporation (Haemonetics), to purchase all of the
outstanding shares of common stock, $0.01 par value per share (the Common Shares), of Global Med
Technologies, Inc., a Colorado corporation (Global Med), at a purchase price of $1.22 per Common
Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes,
and to purchase all of the outstanding shares of Global Meds Series A Convertible Preferred Stock,
$0.01 par value per share (the Preferred Shares, and together with the Common Shares, the
Shares), at a purchase price of $1,694.44 per Preferred Share, net to the seller in cash, without
interest thereon, less any applicable withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 19, 2010, as amended and supplemented
(the Offer to Purchase), and in the related Letter of Transmittal for the Preferred Shares and
the Letter of Transmittal for the Common Shares (each, as the context requires, the Letter of
Transmittal), which, together with any amendments or supplements thereto, collectively constitute
the Offer. This Amendment is being filed on behalf of Acquisition Corp. and Haemonetics.
The information set forth in the Offer to Purchase, including Annex I thereto, the Letter of
Transmittal for the Common Shares and the Letter of Transmittal for the Preferred Shares, copies of
which are filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C) thereto,
respectively, is incorporated by reference in the answers to Items 1 through 9 and Item 11 of the
Schedule TO and this Amendment, as applicable, and is supplemented by the information specifically
provided in the Schedule TO and this Amendment.
Except as specifically provided herein, this Amendment does not modify any of the information
previously reported on the Schedule TO. You should read this Amendment together with the Schedule
TO and the information incorporated therein. Capitalized terms used and not otherwise defined in
this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the
Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION
The Offer to Purchase, incorporated by reference in its entirety into Item 4(a) of the
Schedule TO, is hereby amended as set forth in Item 5 and Item 11 of this Amendment.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information incorporated by reference into Items 5(a) and (b) of the Schedule TO is
amended by the following amendment to the Offer to Purchase:
THE TENDER OFFER Section 11 (Contacts and Transactions with Global Med; Background of
the Offer)
The second to last paragraph on page 19 in Section 11 of the Offer to Purchase entitled
Contacts and Transactions with Global Med; Background of the Offer which begins Following a call
on December 31, 2009 is deleted in its entirety and replaced by the following:
Also on December 31, 2009, the parties counsel and Mr. Lindop had a telephone conference
during which they discussed the tender offer structure and valuation. In particular, during this
call, a representative of Ducker Montgomery attempted to induce Haemonetics to improve the proposed
pricing set forth in its November 8, 2009 non-binding indication of interest, noting that Global
Med might have difficulty obtaining a fairness opinion on an offer with a price within Haemonetics
range. In response, Mr. Lindop indicated that Haemonetics would not make an offer above this range
of $1.15 to $1.25 in cash per fully-diluted Share.
Thereafter and through January 7, 2010, general negotiations among the parties and
Haemonetics due diligence efforts were temporarily suspended while the transaction structure and
valuation continued to be discussed. During this period, Mr. Gilmore asked Haemonetics to narrow
its previously offered price range or submit the exact
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price it was prepared to offer. During one of these discussions on January 7th,
Mr. Gilmore told Mr. Lindop that a price in the lower end of Haemonetics previously offered price
range may not be acceptable. Mr. Lindop declined to narrow Haemonetics proposed price range at
that time because Haemonetics due diligence had not been completed. Specific pricing was not
discussed again by the parties until January 22, 2010.
The seventh paragraph on page 20 in Section 11 of the Offer to Purchase entitled Contacts and
Transactions with Global Med; Background of the Offer which begins During the week of January 25,
2010 is amended to fix a typographical error by replacing the reference to the date December 15,
2009 with December 21, 2009.
ITEM 11. ADDITIONAL INFORMATION.
The section of the Offer to Purchase entitled THE TENDER OFFER Section 11 (Contacts and
Transactions with Global Med; Background of the Offer), incorporated into Item 11(a)(1) of the
Schedule TO by reference, is hereby amended as set forth in Item 5 of this Amendment.
The information incorporated by reference into Items 11(a)(2) and (3) of the Schedule TO is
amended by the following amendment to the Offer to Purchase:
THE TENDER OFFER Section 14 (Certain Conditions of the Offer)
Paragraph (e) on page 39 in Section 14 of the Offer to Purchase entitled Certain Conditions
of the Offer is amended by adding as determined in the reasonable judgment of Haemonetics and us
to the end of such paragraph.
Paragraph (f) on page 39 in Section 14 of the Offer to Purchase entitled Certain Conditions
of the Offer is amended by adding as determined in the reasonable judgment of Haemonetics and us
to the end of such paragraph.
The first sentence of the last paragraph on page 39 in Section 14 of the Offer to Purchase
entitled Certain Conditions of the Offer is amended by adding prior to the Expiration Date
(except for those conditions dependent upon the receipt of necessary governmental approvals) after
the phrase at any time and from time to time in such sentence.
The Offer to Purchase, incorporated by reference in its entirety into Item 11(b) of the
Schedule TO, is hereby amended as set forth in Item 5 and this Item 11 of this Amendment.
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