SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Amendment No. 2 (Final Amendment))
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Sec. 240.13e-3) thereunder)
REN Corporation-USA
(Name of the Issuer)
REN Corporation-USA
REN Acquisition Corp.
(Bidder)
COBE Laboratories, Inc.
Gambro AB
Incentive AB
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
7596561010
(CUSIP Number of Class of Securities)
Mats Wahlstrom Ralph Z. Levy, Jr.
COBE Laboratories, Inc. REN Corporation-USA
1185 Oak Street 6820 Charlotte Pike
Lakewood, Colorado 80215 Nashville, Tennessee 37209
Telephone: (303) 232-6800 Telephone: (615) 353-4200
(Name, Address and Telephone Number of Person(s) Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With copies to:
Peter D. Lyons, Esq. Scott J. Davis, Esq.
Shearman & Sterling Mayer, Brown & Platt
599 Lexington Avenue 190 South LaSalle Street
New York, New York 10022 Chicago, Illinois 60603-3441
Telephone: (212) 848-4000 Telephone: (312) 782-0600
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$184,011,639.50* $36,802.33**
* The Transaction Value is calculated by multiplying $20.00, the per share
tender offer price, by 9,544,838, the sum of the number of shares of Common
Stock outstanding not already owned by the Bidder and 629,225, the sum of
the number of shares of Common Stock subject to options and warrants
outstanding as of September 12, 1995 and the number of shares of Common
Stock subject to an employee stock purchase program outstanding as of
September 30, 1995, and backing out the exercise price of the options and
warrants.
** 1/50 of 1% of Transaction Value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $36,802.33
Form or Registration No: Schedule 14D-1/13D (Amendment No. 11)
Filing Party: Gambro AB, Incentive AB, COBE Laboratories, Inc. and REN
Acquisition Corp.
Date Filed: September 19, 1995
Page 1 of 11 Pages
Exhibit Index is located on Page 9.
<PAGE>
INTRODUCTION
This Amendment No. 2 (Final Amendment) to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed with the Securities and Exchange Commission
(the "Commission") on October 18, 1995 (as amended, the "Schedule 13E-3") is
being filed by REN Acquisition Corp., a Tennessee corporation ("Purchaser"),
COBE Laboratories, Inc., a Colorado corporation ("COBE"), Gambro AB, a
Swedish corporation ("Gambro"), Incentive AB, a Swedish corporation
("Incentive"), and REN Corporation-USA, a Tennessee corporation (the
"Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended, and Rule 13e-3 thereunder in connection with the tender offer by
Purchaser for all the outstanding shares of common stock, no par value (the
"Shares"), of the Company not already beneficially owned by Purchaser or any
of its affiliates, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated September 19, 1995 (the "Offer to Purchase") and
the related Letter of Transmittal (which together constitute the "Offer"),
copies of which were filed as Exhibits (d)(1) and (d)(2), respectively, to
the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the
Commission on September 19, 1995. Purchaser is a direct wholly owned
subsidiary of COBE, COBE is an indirect wholly owned subsidiary of Gambro and
Incentive owns 58% of the voting securities of Gambro.
Item 10. Interest in Securities of the Issuer
Item 10 is hereby amended and supplemented by adding to the end
thereof the following:
At 12:00 midnight, New York City time, on Tuesday, October 17, 1995, the
Offer expired. Based on a preliminary count, approximately 8,355,796 Shares
were tendered pursuant to the Offer, of which 212,229 were tendered pursuant
to notices of guaranteed delivery. Such Shares (including Shares delivered
pursuant to notices of guaranteed delivery) constituted approximately 88% of
the outstanding Shares not already owned by Gambro or any of its affiliates.
On October 18, 1995, effective as of 12:01 a.m., all Shares validly tendered
and not withdrawn prior to the expiration of the Offer were accepted for
payment. The acceptance of such tendered Shares resulted in Gambro and its
affiliates owning approximately 94% of the Shares. A copy of a press release
announcing the expiration of the Offer and the acceptance of validly tendered
Shares is attached hereto as Exhibit (d)(9) and is incorporated herein by
reference in its entirety.
Page 2 of 11 Pages
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Item 17. Material to be Filed as Exhibits
Item 17 is hereby amended and supplemented as follows:
(d)(9) Press Release issued by Gambro on October 18, 1995
relating to the expiration of the Offer.
Page 3 of 11 Pages
<PAGE>
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.
Dated: October 18, 1995
REN ACQUISITION CORP.
By: /s/ Ralph Z. Levy, Jr.
--------------------------------------
Name: Ralph Z. Levy, Jr.
Title: Vice President
Page 4 of 11 Pages
<PAGE>
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.
Dated: October 18, 1995
COBE LABORATORIES, INC.
By: /s/ Herbert S. Lawson
--------------------------------------
Name: Herbert S. Lawson
Title: Chief Financial Officer
Page 5 of 11 Pages
<PAGE>
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.
Dated: October 18, 1995
GAMBRO AB
By: /s/ Berthold Lindqvist
--------------------------------------
Name: Berthold Lindqvist
Title: President
Page 6 of 11 Pages
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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.
Dated: October 18, 1995
INCENTIVE AB
By: /s/ Mikael Lilius
--------------------------------------
Name: Mikael Lilius
Title: President
Page 7 of 11 Pages
<PAGE>
SIGNATURE
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.
Dated: October 18, 1995
REN CORPORATION-USA
By: /s/ Lawrence J. Centella
--------------------------------------
Name: Lawrence J. Centella
Title: President and Chief Financial
Officer
Page 8 of 11 Pages
<PAGE>
EXHIBIT INDEX Sequentially
Exhibit Numbered
No. Description Page
- ------ ----------- --------------
(a)(1) Revolving Credit Facility, dated as of May
11, 1993, among Gambro, BNP Capital Markets
Limited (as Arranger), certain banks named
therein and Banque Nationale de Paris (as
Agent). *
(a)(2) Revolving Credit and Term Loan Facility,
dated as of November 30, 1994 among Gambro,
BNP Capital Markets Limited (as Arranger),
certain banks named therein and Banque
Nationale de Paris (as Agent). *
(a)(3) Uncommitted Line of Credit Agreement, dated
as of January 14, 1991, as amended through
September 25, 1992, between COBE and Union
Bank of Switzerland, New York Branch. *
(a)(4) Revolving Credit Facility, dated as of
April 28, 1995, between COBE and
Commerzbank, Los Angeles Branch. *
(a)(5) Line of Credit Facility, dated as of April
28, 1995, between COBE and Commerzbank, Los
Angeles Branch. *
(a)(6) Uncommitted Revolving Credit Facility,
dated as of January 7, 1991, as amended
through March 29, 1994, between COBE and
Societe General, New York Branch. *
(a)(7) Committed Revolving Credit Facility, dated
as of July 29, 1995, between COBE and The
First National Bank of Boston. *
(a)(8) Discretionary Line of Credit, dated as of
July 29, 1995, between COBE and The First
National Bank of Boston. *
(b)(1) Opinion of Alex. Brown & Sons Incorporated,
dated September 12, 1995 (attached as
Schedule IV to Exhibit (d)(1)). *
(b)(2) Presentation of Alex. Brown & Sons Incorporated, dated
August 28, 1995. *
(b)(3) Presentation of UBS Securities Inc., dated
July 6, 1995. *
(b)(4) Presentation of Alex. Brown & Sons Incorporated, dated
September 12, 1995. *
(c)(1) Agreement and Plan of Merger, dated as of
September 12, 1995 among Gambro, COBE,
Purchaser and the Company. *
(c)(2) Stock Purchase Agreement, dated as of May
11, 1991 as amended through April 26, 1994,
between COBE and the Company. *
(c)(3) Stock Purchase Agreement, dated as of
February 9, 1992 as amended through March
17, 1994, between COBE and the Company. *
(c)(4) Stock Purchase Agreement, dated as of July
2, 1994 as amended through September 15,
1992, between COBE and the Company. *
(d)(1) Form of Offer to Purchase dated September 19, 1995. *
(d)(2) Form of Letter of Transmittal. *
(d)(3) Form of Notice of Guaranteed Delivery. *
(d)(4) Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees. *
(d)(5) Form of Letter from Brokers, Dealers,
Commercial Banks, Trust Companies and Other
Nominees to Clients. *
(d)(6) Form of Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9. *
Page 9 of 11 Pages
<PAGE>
(d)(7) Summary Advertisement as published in the
Wall Street Journal on September 19, 1995. *
(d)(8) Text of Press Release dated September 13,
1995 issued by COBE. *
(d)(9) Press Release issued by Gambro on October 18, 1995
relating to the expiration of the Offer. 11
(e) Statement of Stockholder Appraisal Rights
under Title 48, Chapter 23 of the
Tennessee Business Corporation Act
(attached as Schedule II to Exhibit
(d)(1)). *
(f) Not Applicable.
- ----------------------
* Previously Filed
Page 10 of 11 Pages
GAMBRO GROUP PRESS RELEASE
GAMBRO AB COMPLETES TENDER OFFER FOR REN CORPORATION-USA
FOR IMMEDIATE RELEASE
New York, October 18, 1995 -- Gambro AB (NASDAQ: GAMBY) announced today
that its subsidiary, COBE Laboratories, Inc. ("COBE"), had completed its tender
offer for REN Corporation-USA (NASDAQ: RENL).
The tender offer expired as scheduled at 12:00 midnight, New York City
time, on Tuesday, October 17, 1995. Based on a preliminary count, 8,355,796
shares were tendered and accepted for payment, representing, together with the
shares already owned by COBE, approximately 94 percent of the outstanding shares
of common stock of REN Corporation-USA.
REN Acquisition Corp., a COBE subsidiary established for this purpose,
will merge with REN Corporation-USA. After the merger, COBE will own 100
percent of REN Corporation-USA. Shares of REN Corporation-USA which were not
tendered into the offer will be cancelled and converted automatically into the
right to receive US$20.00 per share in cash.
***
For further information, contact:
Inger Larsson, Director Corporate Communications, Gambro AB, Tel: +46-46-169-167
or +46-70-529-9090
Raymond F. McNulty, Managing Director, Citigate, Inc., Tel: +1-212-809-2575
Maria C. Stokes, Associate, Citigate, Inc., Tel: +1-212-809-2575
Page 11 of 11 Pages
