SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 6 TO
SCHEDULE TO
(Rule 14d-100)

Belfast Merger Co.

Siemens Corporation

SIEMENS AKTIENGESELLSCHAFT

 

	Transaction Valuation			Amount of Filing Fee*
	$6,753,554,654			$ 207,348

o

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:

þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
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: þ

 

 

AMENDMENT NO. 6 TO SCHEDULE TO

     This Amendment No. 6 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 an indirect, 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. 6 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 4, Item 8 and Item 11. Terms of the Transaction, Interest in Securities of the Subject Company and Other Information.

     These items are hereby amended and supplemented as follows:

     At 12:00 Midnight, New York City time, on Wednesday, October 31, 2007, the Offer expired. Based on information from the Depositary, as of 12:00 Midnight, New York City time, on October 31, 2007, 72,989,428 Shares had been validly tendered and not withdrawn from the Offer which, together with 2,663,344 Shares that were tendered subject to guaranteed delivery procedures, represents 94% of all outstanding Shares. All Shares validly tendered and not withdrawn prior to the expiration of the Offer have been accepted for payment in accordance with the terms of the Offer.

     Purchaser intends to complete its acquisition of the Company by effecting a “short form” merger under Delaware law in which the remaining Shares will be converted into the right to receive $77 per Share, net to the seller in cash, without interest. The merger is expected to be completed on or about November 6, 2007.

     The press release issued by Parent announcing expiration of the Offer is attached hereto as Exhibit (a)(13).

     Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended by adding the following exhibit:

     (a)(13) Press release issued by Parent on November 1, 2007.

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: November 1, 2007		BELFAST MERGER CO.
		/s/ E. Robert Lupone
		Name: E. Robert Lupone
		Title: Authorized Representative
		/s/ Kenneth R. Meyers
		Name: Kenneth R. Meyers
		Title: Authorized Representative
		SIEMENS CORPORATION
		/s/ E. Robert Lupone
		Name: E. Robert Lupone
		Title: Senior Vice President, General Counsel and    Secretary
		/s/ Kenneth R. Meyers
		Name: Kenneth R. Meyers
		Title: Vice President, Mergers and Acquisitions
		SIEMENS AKTIENGESELLSCHAFT
		/s/ E. Robert Lupone
		Name: E. Robert Lupone
		Title: Authorized Representative
		/s/ Kenneth R. Meyers
		Name: Kenneth R. Meyers
		Title: Authorized Representative

EXHIBIT INDEX

Exhibit No.

		(a)(1)		Offer to Purchase, dated August 8, 2007.*
		(a)(2)		Form of Letter of Transmittal.*
		(a)(3)		Form of Notice of Guaranteed Delivery.*
		(a)(4)		Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9.*
		(a)(5)		Form of Letter to brokers, dealers, commercial banks, trust companies and other nominees.*
		(a)(6)		Form of Letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients.*
		(a)(7)		Summary newspaper advertisement published in The Wall Street Journal on August 8, 2007.*
		(a)(8)		Press Release issued by Siemens AG 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).*
		(a)(9)		Press Release issued by Parent on September 5, 2007.*
		(a)(10)		Press release issued by Parent, dated September 24, 2007, announcing the termination of the waiting period under the HSR Act.*
		(a)(11)		Press release issued by Parent, dated September 26, 2007.*
		(a)(12)		Press release issued by Parent, dated October 25, 2007.*
		(a)(13)		Press release issued by Parent, dated November 1, 2007.
		(b)		None.
		(d)(1)		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).*
		(d)(2)		Confidentiality Agreement, dated May 22, 2007, between Siemens Medical Solutions USA, Inc. and the Company.*
		(g)		None.
		(h)		None.