UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
and
AMENDMENT NO. 2 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
DIATIDE, INC.
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(Name of Subject Company)
BXA Acquisition Company
Schering Berlin Inc.
Schering Aktiengesellschaft
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(Bidders)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
252842109
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(CUSIP Number)
Robert Chabora, Esq.
Schering Berlin Inc.
340 Changebridge Road
P.O. Box 1000
Montville, NJ 07045
(973) 694-4100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
Copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
<PAGE>
BXA Acquisition Company (the "Purchaser"), Schering Berlin Inc. ("Parent"),
and Schering Aktienjesellschaft ("AG") hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 and their Schedule 13D, each
originally filed on September 24, 1999, with respect to shares of Common
Stock, par value $.001, of Diatide Inc.
Item 10. Additional Information
Items 10(b) and (c) of the Schedule 14D-1 are hereby amended and supplemented
by adding the following text:
On October 25, 1999, Parent issued a press release, a copy of which
is attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to
add a new Exhibit as follows:
(a)(9) Text of Press Release dated October 25, 1999, issued by
Parent.
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<PAGE>
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.
Dated: October 25, 1999
BXA ACQUISITION COMPANY,
By: /s/ ROBERT CHABORA
-----------------------------
Name: Robert Chabora
Title: President
SCHERING BERLIN INC.,
By: /s/ ROBERT CHABORA
-----------------------------
Name: Robert Chabora
Title: Vice President - Law
SCHERING AKTIENGESELLESCHAFT,
By: /s/ KLAUS POHLE
-----------------------------
Name: Dr. Klaus Pohle
Title: Vice Chairman and CFO
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<PAGE>
EXHIBIT (a)(9)
Schering Berlin Inc. Set to Complete Tender Offer for Diatide, Inc.
Montville, New Jersey, October 25, 1999--Schering Berlin Inc., a wholly-owned
subsidiary of Schering AG, Germany, announced today that 11,175,564 common
shares of Diatide, Inc. were tendered in connection with the September 24,
1999 offer by BXA Acquisition Company, a wholly-owned subsidiary of Schering
Berlin Inc., to purchase all outstanding common shares of Diatide for $9.50 in
cash per share. The tendered shares represent approximately 94% of the
outstanding common shares of Diatide. The tender offer expired at 12:00
midnight, New York City time, on Friday, October 22, 1999.
In accordance with the offer, Schering Berlin Inc. will acquire all remaining
untendered Diatide common shares for $9.50 in cash per share by means of a
"short-form" merger which under Delaware law does not require a stockholders'
meeting.
Schering Berlin Inc., is the U.S. management holding company for Schering AG
Germany. In addition to BXA, Schering Berlin Inc. has five research-driven
subsidiaries: Berlex Laboratories, Inc. (pharmaceuticals in the areas of
Diagnostic Imaging, Female Healthcare, and Therapeutics for life-threatening
and chronic, disabling diseases), Medrad Inc. (magnetic resonance injection
systems and vascular injection systems), AgrEvo USA Company (crop production
and crop protection), Berlichem Inc. (pharmaceutical chemicals), and Schering
Berlin Venture Corporation (equity investments in leading-edge technologies).
Schering Berlin Inc. is located in Montville, New Jersey.
Schering AG, Germany is a research-based pharmaceutical company. As a global
enterprise with innovative products, Schering AG aims for leading positions in
specialized markets worldwide. Schering AG is represented by more than 140
subsidiaries and affiliated companies and has a workforce of over 21,800
employees. Group sales in 1998 were over DM 6.4 billion (3.3 billion Euro), of
which 85 percent were achieved outside of Germany. Schering AG's activities
are focused on three strategic business areas: diagnostics, gynecology and
therapeutics for disabling diseases (e.g. multiple sclerosis, cardiovascular,
and oncology). With in-house R&D and an excellent R&D network with external
partners, Schering AG is securing innovation and a promising product pipeline.
Using new ideas, Schering AG aims to make a recognized contribution to medical
progress, and strives to improve the quality of life. For more information,
please visit the company's website at http://www.schering.de.
Contacts: Wendy K. Neininger/Corporate Communications
973-276-2043
Joanne Marion/Investor Relations
973-276-2164
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