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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): November 18, 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
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Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
On November 19, 1998, CN Biosciences, Inc. (the "Company") and EM
Industries, Incorporated, a New York corporation ("EMI"), issued a joint press
release announcing that the Company and EMI had entered into an Agreement and
Plan of Merger, dated as of November 18, 1998 (the "Merger Agreement"), by and
among the Company, EMI and EM Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of EMI ("Merger Sub"). The Merger Agreement provides
that, subject to its terms and conditions, (i) Merger Sub will commence a tender
offer (the "Offer") for all of the outstanding shares of the common stock, par
value $0.01 per share, of the Company (the "Common Stock"), at a price of $25.00
per share (such price or any higher price as may be paid in the Offer, the "Per
Share Amount"), in each case net to the seller in cash, and (ii) following
consummation of the Offer, Merger Sub will merge with and into the Company (the
"Merger"). As a result of the Merger, each then outstanding share of Common
Stock will be converted into the right to receive the Per Share Amount in cash.
In connection with the foregoing, a stockholder of the Company, which owns
approximately 39.3% of the Common Stock, has entered into a Stockholder
Agreement, dated as of November 18, 1998 (the "Stockholder Agreement"), with EMI
and Merger Sub pursuant to which, among other things, (i) such stockholder has
agreed to tender its shares of Common Stock in the Offer and (ii) EMI or Merger
Sub, as EMI may designate, has an option exercisable upon the occurrence of
certain future events to acquire such shares.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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 November 19, 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: November 19, 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 November 19, 1998.
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Contact: Richard K. Hackett - V.P. James Stewart - V.P.
EM Industries, Incorporated CN Biosciences, Inc.
(914) 592-4660 (619) 450-5589
For Immediate Release
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EM INDUSTRIES, INCORPORATED TO ACQUIRE
CN BIOSCIENCES, INC.
Hawthorne, New York and San Diego, California, November 19, 1998 -- EM
Industries, Incorporated and CN Biosciences, Inc. (NASDAQ:CNBI) announced today
that they had executed a definitive merger agreement providing for EM
Industries, Incorporated's acquisition of all of the outstanding shares of CN
Biosciences, Inc. for $25.00 per share in cash for a total transaction value of
approximately $150,000,000.
The merger agreement provides for a cash tender offer by EM Acquisition Corp., a
subsidiary of EM Industries, Incorporated, for all outstanding CN Biosciences,
Inc. shares at $25.00 per share. The tender offer will be commenced within five
business days. The tender offer will be conditioned upon, among other things,
there being validly tendered and not withdrawn at least a majority of the
outstanding shares of CN Biosciences, Inc. Any CN Biosciences, Inc. shares not
purchased pursuant to the tender offer will be acquired in a subsequent merger
at the same $25.00 per share cash price.
In connection with the execution of the merger agreement, EM Industries,
Incorporated has entered into an agreement with the holder of approximately 39%
of CN Biosciences, Inc. outstanding shares under which such holder has agreed to
tender its shares in the tender offer and has granted EM Industries,
Incorporated an option to acquire such shares under certain circumstances at the
$25.00 per share price.
EM Industries, Incorporated is a member of the Merck KGaA Darmstadt, Germany
group of companies focused on the global Pharmaceutical, Specialty Chemicals and
Laboratory markets. Dr. Peter Wriede, President & CEO of EM Industries,
Incorporated, said today "the merger with CN Biosciences, Inc. will strengthen
Merck KGaA's position as a manufacturer of specialty products for the rapidly
growing Life Sciences Reagents market. The product portfolio of CN Biosciences,
Inc. closes gaps in Merck KGaA's existing biochemical reagent product line and
enables the group, together with its strong European and US distribution
activities (49.9% equity position in VWR Scientific Products Corporation), to
solidify its position in the world laboratory market."
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. The Company's products include
biochemical and biological reagents, antibodies, assays and research kits which
it sells principally through its general and specialty catalogs under its well
established brand names, Calbiochem, Novabiochem, Oncogene Research Products and
Novagen.
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