SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 TO
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 |
* Previously paid.
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Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates: |
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þ third-party tender offer subject to Rule 14d-1. |
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o issuer tender offer subject to Rule 13e-4. |
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o going-private transaction subject to Rule 13e-3. |
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o 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
AMENDMENT NO. 4 TO SCHEDULE TO
This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on August 8, 2007 (the “Schedule TO”), relating to the
offer 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”), to purchase all of the outstanding shares of common
stock, par value $0.01 per share (“Common Stock”), of Dade Behring Holdings, Inc., a Delaware
corporation (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 as
of 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”), and in the related Letter
of Transmittal. Except as otherwise provided herein, this Amendment No. 4 does not modify any of
the information previously reported on the Schedule TO.
The Schedule TO is hereby supplemented and/or amended as provided below.
Item 3. Identity and Background of Filing Person.
Part 1 of Schedule A to the Offer to Purchase, “Directors and Officers of Siemens AG,” is
amended and supplemented as follows:
1. The “Principal Occupation/Employment; Material Positions Held in Past Five Years” column with
respect to Prof. Dr. Erich R. Reinhardt, a member of the Managing Board, is amended to read “Senior
Vice-President; Group President of Medical Solutions Group of Siemens AG; member of the Supervisory
Board of Dräger Medical AG since 2003; member of the Supervisory Board of BioM AG from
2001 to August 2007.”
2. The “Principal Occupation/Employment; Material Positions Held in Past Five Years” column with
respect to John David Coombe, a member of the Supervisory Board, is amended to read “Chartered
Accountant (FCA); Non Executive Director of HSBC Holdings plc since 2005; Non Executive Director of
Home Retail Group plc since 2006; Chairman of Hogg Robinson Group plc since 2006; Non Executive
Director of GUS plc from 2005 to 2006; Chief Financial Officer of GlaxoSmithKline plc from 2000 to
2005.”
3. The “Principal Occupation/Employment; Material Positions Held in Past Five Years” column with
respect to Heinz Hawreliuk, a member of the Supervisory Board, is amended to read “Trade Union
Secretary, IG Metall; member of the Supervisory Board of DaimlerChrysler Luft- und Raumfahrt
Holding AG; member of the Supervisory Board of DaimlerChrysler Aerospace AG until 2006; member of
the Supervisory Board of Eurocopter Deutschland GmbH.”
Item 4. Terms of the Transaction.
Section 1 of the Offer to Purchase, “Terms of the Offer; Expiration Date,” is hereby amended
and supplemented by adding the following to the end of the first paragraph of Section 1 of the
Offer to Purchase:
“On
September 27, 2007, Purchaser announced that it had extended the Expiration Date of the
Offer to 12:00 Midnight, New York City time, on Wednesday, October 31, 2007. The Offer previously
had
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been scheduled to expire at 12:00 Midnight, New York City time, on Wednesday, September 26, 2007.
The Depositary has advised Purchaser that, as of 12:00 Midnight, New York City time, on September 26,
2007, an aggregate of 66,159,433 Shares had been validly tendered and not withdrawn from the
Offer. In connection with this extension, the Company waived a requirement contained in the Merger
Agreement that otherwise would have required that the extension be no longer than 15 Business
Days.”
The
press release issued by Siemens AG announcing the extension of the Offer
is attached hereto as
Exhibit (a)(11).
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended by adding the following exhibit:
“(a)(11)
Press release issued by Siemens AG, dated September 27,
2007.”
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