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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
(Final Amendment)
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 24, 1998
(Date of Event Which Requires Filing Statement on Schedule 13D)
Page 1 of 6 pages
Exhibit Index is on Page 5
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This Amendment No. 4 (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, Amendment No. 2 thereto which was filed with the
Commission on December 7, 1998 and Amendment No. 3 thereto which was filed with
the Commission on December 9, 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 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
December 23, 1998. Based on information provided by the Depositary,
approximately 5,522,967 Shares or 96.5% of the outstanding Shares were validly
tendered and not withdrawn pursuant to the Offer (including 140,283 Shares
tendered by means of guaranteed delivery). Purchaser has accepted for payment,
and has notified the Depositary to promptly pay for the tendered and accepted
Shares, in accordance with the Offer. On December 24, 1998, Parent issued a
press release, a copy of which is attached hereto as Exhibit (a)(11) and
incorporated herein by reference.
Parent and Purchaser intend to complete the acquisition of the remaining
Shares by promptly merging Purchaser with and into the Company in accordance
with Delaware's short form merger provisions.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented as follows:
The information provided in this Final Amendment under Item 6 is
incorporated herein by reference.
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Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the following:
(a)(11) Text of Press Release, dated December 24, 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 24, 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)(11) Text of Press Release, dated December 24, 1998.
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For Immediate Release Contact: Richard K. Hackett
Vice President, Finance
(914) 592-4660
EM Industries, Incorporated Announces Completion
of Its Subsidiary's Tender Offer
for Shares of CN Biosciences, Inc.
Hawthorne, N.Y., December 24, 1998 -- EM Industries, Incorporated announced
today that its wholly owned subsidiary, EM Acquisition Corp., has accepted for
payment 5,522,967 shares of common stock of CN Biosciences, Inc. (Nasdaq: CNBI),
representing approximately 96.5% of the outstanding shares of CN Biosciences,
Inc., at $25.00 per share in accordance with the tender offer for all
outstanding shares of CN Biosciences, Inc. The tender offer expired at 12:00
midnight, New York City time on Wednesday, December 23, 1998.
EM Industries, Incorporated intends to promptly merge EM Acquisition Corp. with
and into CN Biosciences, Inc. in accordance with Delaware's short form merger
provisions. As a result of the merger, CN Biosciences, Inc. will become a
direct, wholly owned subsidiary of EM Industries, Incorporated and an indirect
subsidiary of Merck KGaA, Darmstadt, Germany and each remaining outstanding
share of CN Biosciences, Inc. will be converted, subject to appraisal rights,
into the right to receive $25.00 in cash, without interest.
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.
