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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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
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)
Copy to:
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(212) 626-4400
Attention: Thomas J. Drago, Esq.
December 5, 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. 2 (this "Amendment") amends and supplements the
combined Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and
Statement on Schedule 13D (the "Schedule 13D"), which was originally filed with
the Securities and Exchange Commission (the "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"), as
amended and supplemented by Amendment No. 1 thereto which was filed with the
Commission on December 2, 1998, relating to Purchaser's tender offer for all
outstanding shares of Common Stock, par value $.01 per share, of CN Biosciences,
Inc., a Delaware corporation, 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, a copy of which has been filed
as Exhibit (a)(1) to the Schedule 14D-1, and in the related Letter of
Transmittal, 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 7, 1999, Parent issued a press release respecting the
expiration of the waiting period under the HSR Act, a copy of which is
attached hereto as Exhibit (a)(10) and incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented as follows:
(a)(10) Text of Press Release, dated December 7, 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 7, 1998
EM ACQUISITION CORP.
By: /s/ Dieter Janssen
--------------------------------
Name: Dieter Janssen
Title: President & CEO
EM INDUSTRIES, INCORPORATED
By: /s/ Richard K. Hackett
--------------------------------
Name: Richard K. Hackett
Title: Vice President, Finance
MERCK KGaA, DARMSTADT, GERMANY
By: /s/ Klaus-Peter Brandis
--------------------------------
Name: Klaus-Peter Brandis
Title: Head of Legal Department
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EXHIBIT INDEX
Exhibit
(a)(10) Text of Press Release, dated December 7, 1998.
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For Immediate Release Contact: Richard K. Hackett
Vice President, Finance
(914) 592-4660
EM Industries, Incorporated Announces Expiration of Hart-Scott-Rodino Waiting
Period In Connection Its Subsidiary's Tender Offer for Shares of CN
Biosciences, Inc.
Hawthorne, N.Y., December 7, 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 waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act expired at 11:59 P.M. on December 5, 1998.
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 the other conditions listed in the offer
to purchase.
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.
