TO
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant
to Section 14(D)(1)
of the Securities Exchange Act
of 1934
DADE BEHRING HOLDINGS,
INC.
(Name of Subject Company
(Issuer))
Belfast Merger Co.
a wholly-owned subsidiary of
Siemens Corporation
an indirect, wholly-owned subsidiary of
SIEMENS
AKTIENGESELLSCHAFT
(Name of Filing Persons
(Offeror))
Common Stock, $0.01 par
value
(Title of Class of
Securities)
23342J206
(CUSIP Number of class of
securities)
Kevin M. Royer
Siemens Corporation
153 East 53rd Street
New York, New York 10022
(212) 258-4000
(Name, Address and Telephone No.
of Person Authorized to Receive Notices
and Communications on Behalf of
Filing Persons)
with a copy to:
John A. Healy
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
Calculation
of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee
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$6,753,554,654
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$207,348
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For purposes of calculating the fee only. Based on the offer to
purchase all of the outstanding shares of common stock, together
with the associated rights to purchase shares of Series A
Junior Participating Preferred Stock, of Dade Behring Holdings,
Inc. at a cash purchase price of $77.00 per share. According to
Dade Behring Holdings, Inc., as of July 23, 2007,
80,114,870 shares of common stock were issued and
outstanding and an additional 7,593,632 shares of common
stock were reserved for future issuances pursuant to options,
restricted stock units and other similar awards. The amount of
the filing fee was calculated in accordance with
Section 14(g)(3) of and
Rule 0-11(d)
under the Securities Exchange Act of 1934 as amended.
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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 offsetting fee with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form of Schedule and
the date of its filing.
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Amount Previously Paid: Not
Applicable
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Filing Parties: Not Applicable
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Form or Registration No.: Not
Applicable
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Date Filed: Not Applicable
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Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
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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.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
TABLE OF CONTENTS
SCHEDULE TO
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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Regulation M-A
Item 1002(a). The name of the subject
company is Dade Behring Holdings, Inc., a Delaware corporation
(the “Company”), and the address of its principal
executive offices is 1717 Deerfield Road, Deerfield, Illinois
60015. The telephone number of the Company is
(847) 267-5300.
Regulation M-A
Item 1002(b). This Tender Offer Statement on
Schedule TO relates to the commencement by Belfast Merger
Co., a Delaware corporation (“Purchaser”), which is a
wholly-owned subsidiary of Siemens Corporation, a Delaware
corporation (“Parent”), which is an indirect,
wholly-owned subsidiary of Siemens Aktiengesellschaft, a
corporation formed under the laws of the Federal Republic of
Germany (“Siemens AG”), of its offer to purchase all
of the outstanding shares of common stock, par value $0.01 per
share (“Common Stock”), of the Company, together with
the associated rights to purchase shares of Series A Junior
Participating Preferred Stock (“Rights”) issued
pursuant to the Rights Agreement, dated October 3, 2002,
between the Company and Mellon Investor Services LLC, as Rights
Agent (the Common Stock and the Rights together being referred
to herein as the “Shares”), at a price of $77.00 per
Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
August 8, 2007 (the “Offer to Purchase”), a copy
of which is attached hereto as Exhibit (a)(1), and in the
related Letter of Transmittal, a copy of which is attached
hereto as Exhibit (a)(2) (which, as they may be amended and
supplemented from time to time, together constitute the
“Offer”). The information set forth in the
introduction to the Offer to Purchase (the
“Introduction”) is incorporated herein by reference.
Regulation M-A
Item 1002(c). The information concerning the
principal market in which the Shares are traded and certain high
and low sales prices for the Shares in such principal market are
set forth in Section 6 in the Offer to Purchase
(“Price Range of Shares; Dividends”) and is
incorporated herein by reference.
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Item 3.
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Identity
and Background of the Filing Person.
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Regulation M-A
Item 1003(a), (b), (c). The information set
forth in Section 9 in the Offer to Purchase (“Certain
Information Concerning Siemens AG, Parent and Purchaser”)
and Schedule A to the Offer to Purchase is incorporated
herein by reference.
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Item 4.
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Terms of
the Transaction.
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Regulation M-A
Item 1004(a)(1)(i)-(viii),
(xii). The information set forth in the
Introduction, Section 1 in the Offer to Purchase
(“Terms of the Offer; Expiration Date”),
Section 2 in the Offer to Purchase (“Acceptance for
Payment and Payment for the Shares”), Section 3 in the
Offer to Purchase (“Procedure for Accepting the Offer and
Tendering Shares”), Section 4 in the Offer to Purchase
(“Rights of Withdrawal”), Section 5 in the Offer
to Purchase (“Certain Federal Income Tax Consequences of
the Offer”) and Section 11 in the Offer to Purchase
(“Purpose of the Offer; Plans for the Company; the
Merger”) is incorporated herein by reference.
Regulation M-A
Item 1004(a)(1)(ix), (x), (xi). Not
applicable.
Regulation M-A
Item 1004(a)(2)(i)-(iv),
(vii). The information set forth in the
Introduction, Section 1 in the Offer to Purchase
(“Terms of the Offer; Expiration Date”),
Section 5 in the Offer to Purchase (“Certain Federal
Income Tax Consequences of the Offer”), Section 10 in
the Offer to Purchase (“Background of the Offer; Contacts
with the Company”) and Section 11 in the Offer to
Purchase (“Purpose of the Offer; Plans for the Company; the
Merger”) is incorporated herein by reference.
Regulation M-A
Item 1004(a)(2)(v), (vi). Not applicable.
1
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Item 5.
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Past
Contacts, Transactions, Negotiations and Agreements.
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Regulation M-A
Item 1005(a), (b). The information set forth
in Section 10 in the Offer to Purchase (“Background of
the Offer; Contacts with the Company”) is incorporated
herein by reference.
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Item 6.
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Purpose
of the Tender Offer and Plans or Proposals.
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Regulation M-A
Item 1006(a), (c)(1), (3-7). The information
set forth in Section 11 in the Offer to Purchase
(“Purpose of the Offer; Plans for the Company; the
Merger”) is incorporated herein by reference.
Regulation M-A
Item 1006(c)(2). None.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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Regulation M-A
Item 1007(a), (d). The information set forth
in Section 12 in the Offer to Purchase (“Source and
Amount of Funds”) is incorporated herein by reference.
Regulation M-A
Item 1007(b). Not applicable.
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Item 8.
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Interest
in Securities of the Subject Company.
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Regulation M-A
Item 1008. The information set forth in the
Introduction, Section 8 in the Offer to Purchase
(“Certain Information Concerning the Company”),
Section 9 in the Offer to Purchase (“Certain
Information Concerning Siemens AG, Parent and Purchaser”),
Section 11 in the Offer to Purchase (“Purpose of the
Offer; Plans for the Company; the Merger”) and
Schedule A to the Offer to Purchase is incorporated herein
by reference.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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Regulation M-A
Item 1009(a). The information set forth in
the Introduction and Section 16 in the Offer to Purchase
(“Fees and Expenses”) is incorporated herein by
reference.
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Item 10.
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Financial
Statements.
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Regulation M-A
Item 1010(a), (b). Not applicable.
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Item 11.
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Additional
Information.
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Regulation M-A
Item 1011. The information set forth in the
Form of Letter of Transmittal attached hereto as Exhibit (a)(2)
is incorporated herein by reference.
As required by
Regulation M-A
Item 1016(a), (b), (d), (g) and (h), the following are
attached as exhibits to this Schedule TO:
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(a)(1)
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Offer to Purchase, dated August 8, 2007.
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(a)(2)
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Form of Letter of Transmittal.
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(a)(3)
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Form of Notice of Guaranteed Delivery.
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2
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(a)(4)
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Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9.
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(a)(5)
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Form of Letter to brokers, dealers, commercial banks, trust
companies and other nominees.
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(a)(6)
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Form of Letter to be used by brokers, dealers, commercial banks,
trust companies and other nominees for their clients.
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(a)(7)
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Summary newspaper advertisement published in The Wall Street
Journal on August 8, 2007.
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(a)(8)
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Press Release issued by Siemens on July 25, 2007
(incorporated by reference to Exhibit 99.1 filed under
cover of Schedule TO by Siemens AG with the Securities and
Exchange Commission on July 25, 2007).
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(b) None.
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(d)(1)
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Agreement and Plan of Merger, dated as of July 25, 2007, by
and among Parent, Purchaser and the Company (incorporated by
reference to Exhibit 2.1 to the Current Report on
Form 8-K
filed by the Company with the Securities and Exchange Commission
on July 26, 2007).
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(d)(2)
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Confidentiality Agreement, dated May 22, 2007, between
Siemens Medical Solutions USA, Inc. and the Company.
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(g) None.
(h) None.
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
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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.
Date: August 8, 2007
BELFAST MERGER CO.
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By:
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/s/ E.
Robert Lupone
Name: E.
Robert Lupone
Title: Authorized Representative
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By:
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/s/ Kenneth
R. Meyers
Name: Kenneth
R. Meyers
Title: Authorized Representative
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SIEMENS CORPORATION
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By:
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/s/ E.
Robert Lupone
Name: E.
Robert Lupone
Title: Senior Vice President, General
Counsel
and Secretary
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By:
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/s/ Kenneth
R. Meyers
Name: Kenneth
R. Meyers
Title: Vice President, Mergers and Acquisitions
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SIEMENS AKTIENGESELLSCHAFT
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By:
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/s/ E.
Robert Lupone
Name: E.
Robert Lupone
Title: Authorized Representative
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By:
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/s/ Kenneth
R. Meyers
Name: Kenneth
R. Meyers
Title: Authorized Representative
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4
EXHIBIT INDEX
Exhibit No.
The following are attached as exhibits to this Schedule TO:
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(a)(1)
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Offer to Purchase, dated August 8, 2007.
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(a)(2)
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Form of Letter of Transmittal.
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(a)(3)
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Form of Notice of Guaranteed Delivery.
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(a)(4)
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Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9.
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(a)(5)
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Form of Letter to brokers, dealers, commercial banks, trust
companies and other nominees.
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(a)(6)
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Form of Letter to be used by brokers, dealers, commercial banks,
trust companies and other nominees for their clients.
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(a)(7)
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Summary newspaper advertisement published in The Wall Street
Journal on August 8, 2007.
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(a)(8)
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Press Release issued by Siemens on July 25, 2007
(incorporated by reference to Exhibit 99.1 filed under
cover of Schedule TO by Siemens AG with the Securities and
Exchange Commission on July 25, 2007).
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(d)(1)
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Agreement and Plan of Merger, dated as of July 25, 2007, by
and among Parent, Purchaser and the Company (incorporated by
reference to Exhibit 2.1 to the Current Report on
Form 8-K
filed by the Company with the Securities and Exchange Commission
on July 26, 2007).
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(d)(2)
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Confidentiality Agreement, dated May 22, 2007, between
Siemens Medical Solutions USA, Inc. and the Company.
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5