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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1998
CN BIOSCIENCES, INC.
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(Exact name of registrant as specified in charter)
Delaware 000-21281 33-0509785
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
10394 Pacific Center Court, San Diego, CA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 450-5500
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
On December 24, 1998, EM Industries, Incorporated, a New York
corporation ("Parent"), announced that EM Acquisition Corp. ("Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Parent, had completed, on
December 23, 1998, its previously announced tender offer (the "Offer") for all
of the outstanding shares of the Common Stock, par value $0.01 per share (the
"Common Stock"), of CN Biosciences, Inc. (the "Company") at a price of $25.00
per share in cash. According to Parent, as of the expiration of the Offer at
12:00 midnight on December 23, 1998, 5,522,967 shares of Common Stock,
representing approximately 96.5% of the Common Stock (the "Purchased Shares"),
had been tendered and accepted for payment by Purchaser. The aggregate purchase
price for the Purchased Shares was approximately $138.1 million. According to
Parent, the funds required by Purchaser to purchase the Purchased Shares were
obtained through a capital contribution or a loan or combination thereof from
Parent, Merck KGaA, Darmstadt, Germany, a corporation organized under the laws
of Germany that controls Parent ("Merck KGaA"), or another affiliate of Merck
KGaA.
On December 30, 1998, Parent and the Company jointly announced that
Purchaser, pursuant to the Agreement and Plan of Merger dated as of November 18,
1998 (the "Merger Agreement") by and among Parent, Purchaser and the Company,
merged with and into the Company with the Company surviving as a wholly owned
subsidiary of Parent (the "Merger"). The approval of the holders of the Common
Stock was not required to effect the Merger pursuant to the applicable
provisions of the Delaware General Corporation Law ("DGCL"). The Common Stock
issued and outstanding immediately prior to the effective time of the Merger and
not otherwise acquired pursuant to the Offer were converted, subject to
appraisal rights, into the right to receive $25.00 in cash per share, without
interest thereon.
Pursuant to the Merger Agreement, Purchaser, on December 24, 1998, as
majority stockholder of the Company, acted by written consent to remove Joseph
P. Landy, S. Joshua Lewis, Stelios B. Papadopoulos and Dr. Richard A. Lerner
from the Board of Directors of the Company (the "Board") and to elect the
following individuals to serve on the Board: Peter A. Wriede, Dr. Bernd
Reckmann, Dr. Harald Schroder, Wolfgang Honn, Dieter Janssen and Stephen J.
Kunst.
Additional information regarding the Offer and the Merger, including
descriptions thereof and of any arrangements or understandings with respect to
the election of directors and other matters, is included in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 which was filed with
the Securities and Exchange Commission on November 25, 1998, and provided to
the Company's stockholders. The Schedule 14D-9 is hereby incorporated by
reference in this Current Report on Form 8-K.
A copy of the joint press release of Parent and the Company announcing
the effectiveness of the Merger is attached hereto as Exhibit 99.1 and is
hereby incorporated by reference in this Current Report on Form 8-K.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired:
None.
(b) Pro Forma financial information:
None.
(c) Exhibits:
99.1 Joint Press Release of EM Industries, Incorporated,
a New York corporation, and CN Biosciences, Inc., a
Delaware corporation, dated December 30, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CN BIOSCIENCES, INC.
By: /s/ James G. Stewart
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Name: James G. Stewart
Title: Vice President
Dated: December 30, 1998
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EXHIBIT INDEX
Exhibit
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99.1 Joint Press Release of EM Industries, Incorporated,
a New York corporation, and CN Biosciences, Inc., a
Delaware corporation, dated December 30, 1998
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For Immediate Release Contact: Richard K. Hackett
Vice President, Finance
EM Industries, Incorporated
(914) 592-4660
James G. Stewart
Vice President
CN Biosciences, Inc.
(619) 450-5500
EM Industries, Incorporated and CN Biosciences, Inc. Announce Merger of EM
Acquisition Corp. with and into CN Biosciences, Inc.
HAWTHORNE, N.Y. and SAN DIEGO, December 30, 1998 - EM Industries, Incorporated
and CN Biosciences, Inc. announced today that the anticipated merger of EM
Acquisition Corp., a wholly owned subsidiary of EM Industries, Incorporated,
with and into CN Biosciences, Inc. became effective on December 30, 1998. As a
result of the merger, CN Biosciences, Inc. has become a wholly owned subsidiary
of EM Industries, Incorporated and an indirect subsidiary of Merck KGaA,
Darmstadt, Germany.
Because EM Acquisition Corp. previously had acquired more than 90% of the
common stock of CN Biosciences, Inc. pursuant to a cash tender offer
consummated on December 23, 1998, the merger was effected without a meeting of
the stockholders of CN Biosciences, Inc. Upon the effectiveness of the merger,
each outstanding share of common stock of CN Biosciences, Inc. was converted,
subject to appraisal rights, into the right to receive $25.00 in cash, without
interest (the "Merger Consideration").
A notice of the merger, as well as a letter of transmittal to be used by the
holders of the common stock of CN Biosciences, Inc. in exchanging their shares
for the Merger Consideration, will be mailed promptly by ChaseMellon
Shareholder Services, L.L.C., the exchange agent for the merger.
CN Biosciences, Inc. also announced today that, as a result of the merger, CN
Biosciences, Inc. has requested the National Association of Securities Dealers,
Inc. to delist the common stock of CN Biosciences, Inc. from the Nasdaq Stock
Market and is deregistering its common stock under the federal securities laws.
EM Acquisition Corp. is a wholly owned subsidiary of EM Industries,
Incorporated, a member of the Merck KGaA, Darmstadt, Germany group of companies
focused the global Pharmaceutical, Specialty Chemicals and Laboratory markets.
CN Biosciences, Inc. is engaged in the development, production, marketing and
distribution of a broad array of products used worldwide in disease-related
life sciences research at pharmaceutical and biotechnology companies, academic
institutions and government laboratories.
