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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CN Biosciences, Inc.
(Name of Subject Company)
EM Acquisition Corp.
EM Industries, Incorporated
Merck KGaA, Darmstadt, Germany
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
125946 10 3
(CUSIP Number of Class of Securities)
Stephen J. Kunst, Esq.
Group Vice President and General Counsel
EM Industries, Incorporated
7 Skyline Drive
Hawthorne, NY 10532
Telephone: (914) 592-4660
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(212) 626-4400
Attention: Thomas J. Drago, Esq.
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December 1, 1998
(Date of Event Which Requires Filing Statement on Schedule 13D)
Page 1 of 5 pages
Exhibit Index on page 4
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This Amendment No. 1 (this "Amendment") amends and supplements the
combined Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and
Statement on Schedule 13D, which was originally filed with the Securities and
Exchange Commission on November 25, 1998, by Merck KGaA, Darmstadt, Germany, a
corporation organized under the laws of Germany ("Merck KGaA"), EM Industries,
Incorporated, a New York corporation and an indirect subsidiary of Merck KGaA
("Parent"), and EM Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), relating to Purchaser's tender offer for all
outstanding shares of Common Stock, par value $.01 per share (the "Common
Stock"), of CN Biosciences, Inc., a Delaware corporation (the "Company"), at
$25.00 per Share, net to the seller in cash without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
November 25, 1998 (the "Offer to Purchase"), a copy of which has been filed as
Exhibit (a)(1) to the Schedule 14D-1, and in the related Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer"), a copy of which has been filed as Exhibit (a)(2) to the Schedule
14D-1.
All capitalized terms used in this Amendment shall have the meanings
attributed to them in the Schedule 14D-1. The item numbers and responses thereto
are in accordance with the requirements of Schedule 14D-1.
Item 10. Additional Items to be Furnished.
Items 10(b) and (c) are hereby amended and supplemented as follows:
On December 2, 1999, Parent issued a press release respecting German
antitrust approval, a copy of which is attached hereto as Exhibit (a)(9) and
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented as follows:
(a)(9) Text of Press Release, dated December 2, 1998.
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SIGNATURES
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: December 2, 1998
EM ACQUISITION CORP.
By: /s/ Dieter Janssen
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Name: Dieter Janssen
Title: President & CEO
EM INDUSTRIES, INCORPORATED
By: /s/ Richard K. Hackett
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Name: Richard K. Hackett
Title: Vice President, Finance
MERCK KGaA, DARMSTADT, GERMANY
By: /s/ Klaus-Peter Brandis
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Name: Klaus-Peter Brandis
Title: Head of Legal Department
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EXHIBIT INDEX
Exhibit
(a)(9) Text of Press Release, dated December 2, 1998.
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For Immediate Release Contact: Richard K. Hackett
Vice President, Finance
(914) 592-4660
EM Industries, Incorporated Announces German Antitrust Approval In Connection
Its Subsidiary's Tender Offer for Shares of CN Biosciences, Inc.
Hawthorne, N.Y., December 2, 1998 -- EM Industries, Incorporated announced today
that in connection with the currently pending tender offer by its wholly owned
subsidiary, EM Acquisition Corp., for all outstanding shares of CN Biosciences,
Inc. at $25.00 per share, net to the seller in cash without interest, the German
Federal Cartel Office has notified Merck KGaA, Darmstadt Germany, the indirect
parent of EM Industries, that the prohibitions under German antitrust laws will
not be applicable to the acquisition of CN Biosciences, Inc., pursuant to the
tender offer and related merger.
The tender offer will expire at 12:00 midnight New York City time, on December
23, 1998, unless the offer is extended.
The tender offer remains subject to a number of conditions, including, without
limitation, the expiration or termination of any applicable waiting period under
the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended.
EM Acquisition Corp. is a wholly owned subsidiary of EM Industries Incorporated,
a member of the Merck KGaA, Darmstadt, Germany group of companies focused on 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.
