SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
REN CORPORATION-USA
-------------------
(Name of Issuer)
Common Stock, no par value
--------------------------
(Title of Class of Securities)
7596561010
----------
(CUSIP Number)
Mats Wahlstrom
COBE Laboratories, Inc.
1185 Oak Street
Suite 500C
Lakewood, Colorado 80215
Telephone: (303) 232-6800
--------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Peter D. Lyons, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
July 13, 1995
(Date of Event which Required Filing of this Statement)
- ---------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box | |.
Check the following box if a fee is being paid with this statement | |.
Page 1 of 17
<PAGE>
CUSIP No. 7596561010
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
COBE Laboratories, Inc.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
| | (a)
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| | (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) WC
------------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization Colorado
---------------------------------
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Number of (7) Sole Voting Power 10,036,221
----------------------
Shares
----------------------------------------
Beneficially (8) Shared Voting Power 0
--------------------
Owned by
----------------------------------------
Each (9) Sole Dispositive Power 10,036,221
-----------------
Reporting
----------------------------------------
Person (10) Shared Dispositive Power 0
---------------
With
----------------------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 10,036,221 shares of Common Stock
---------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
---------------------------------------------------
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(13) Percent of Class Represented by Amount in Row
(11) Approximately 53%
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(14) Type of Reporting Person (See Instructions) CO
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Page 2 of 17
<PAGE>
CUSIP No. 7596561010
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gambro AB
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
| | (a)
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| | (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) AF
------------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization The Kingdom of Sweden
---------------------------------
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Number of (7) Sole Voting Power 10,036,221
----------------------
Shares
----------------------------------------
Beneficially (8) Shared Voting Power 0
--------------------
Owned by
----------------------------------------
Each (9) Sole Dispositive Power 10,036,221
-----------------
Reporting
----------------------------------------
Person (10) Shared Dispositive Power 0
---------------
With
----------------------------------------
---------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 10,036,221 shares of Common Stock
---------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
---------------------------------------------------
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(13) Percent of Class Represented by Amount in Row
(11) Approximately 53%
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(14) Type of Reporting Person (See Instructions) CO
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Page 3 of 17
<PAGE>
CUSIP No. 7596561010
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Incentive AB
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
| | (a)
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| | (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) AF
------------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization The Kingdom of Sweden
---------------------------------
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---------------
Number of (7) Sole Voting Power 10,036,221
----------------------
Shares
----------------------------------------
Beneficially (8) Shared Voting Power 0
--------------------
Owned by
----------------------------------------
Each (9) Sole Dispositive Power 10,036,221
-----------------
Reporting
----------------------------------------
Person (10) Shared Dispositive Power 0
---------------
With
----------------------------------------
---------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 10,036,221 shares of Common Stock
---------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
---------------------------------------------------
----------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row
(11) Approximately 53%
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(14) Type of Reporting Person (See Instructions) CO
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Page 4 of 17
<PAGE>
Amendment No. 9 to Schedule 13D
-------------------------------
COBE Laboratories, Inc., a Colorado corporation (the
"Purchaser"), Gambro AB, a Swedish corporation, and Incentive AB, a Swedish
---------
corporation, hereby amend and supplement the Statement on Schedule 13D,
dated May 24, 1991 (the "Original Statement"), as amended by Amendment No.
------------------
1 thereto dated June 5, 1991, Amendment No. 2 thereto dated February 9,
1992, Amendment No. 3 thereto dated March 17, 1992, Amendment No. 4 thereto
dated May 12, 1992, amendment No. 5 thereto dated July 2, 1992, Amendment
No. 6 thereto dated October 1, 1992, Amendment No. 7 thereto dated April
13, 1993 and Amendment No. 8 thereto dated July 15, 1993 (the Original
Statement, as so amended, being the "13D Statement"), with respect to the
-------------
common stock, no par value (the "Common Stock"), of REN Corporation-USA, a
------------
Tennessee corporation (the "Issuer").
------
Unless otherwise indicated, each capitalized term used and not
defined herein shall have the meaning assigned to such term in the 13D
Statement.
Item 2 Identity and Background
------ -----------------------
Item 2 of the 13D Statement is hereby amended in its entirety to
read as follows:
"This statement is being filed by Cobe Laboratories, Inc., a
Colorado corporation ("Cobe"), Gambro AB, a Swedish corporation ("Gambro")
---- ------
and Incentive AB, a Swedish corporation ("Incentive"). Cobe, Gambro and
---------
Incentive are collectively referred to herein as the "Reporting Persons".
-----------------
Cobe's principal executive offices are located at 1185 Oak Street,
Lakewood, Colorado 80215. Cobe and its subsidiaries design, develop,
manufacture, distribute, sell and service medical and therapeutic systems
for four medical market segments: cardiovascular, renal care, apheresis
and blood banking.
Cobe is a direct wholly-owned subsidiary of Gambro GmbH, a German
corporation, which is a direct wholly-owned subsidiary of Gambro. Gambro
GmbH's principal executive offices are located at Lochhamer Strasse 15,
P.O. Box 1464, D-82143, Planegg Martinsried, Germany. Gambro's principal
executive offices are located at P.O. Box 10101, Magistratsvagen 16, S-220
10 Lund, Sweden. Gambro is a Swedish industrial group focusing on
operations in four business areas: Renal Care, Cardiovascular Surgery,
Blood Component Technology and Health Care Services. Incentive owns shares
representing approximately 58.4% of the total voting power of Gambro. The
address of the principal executive offices of Incentive is located at
Hamngatan 2, P.O. Box 7373, S-10391, Stockholm, Sweden.
The name, citizenship, business address and present principal
occupation of each of the directors and executive officers of Cobe, Gambro
and Incentive are set forth in, respectively, Schedules I, II and III
hereto.
During the last five years, none of the Reporting Persons (nor,
to the best knowledge of the Reporting Persons, Gambro GmbH or any of the
persons listed on Schedules I, II and III hereto) has been convicted in a
criminal proceeding (excluding traffic
Page 5 of 17
<PAGE>
violations or similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or
finding any violation with respect to such laws."
Item 3. Sources and Amount of Funds or Other Consideration
--------------------------------------------------
Item 3 of the 13D Statement is hereby amended and supplemented by
adding the following to the end thereof:
"The Purchaser (as such term is defined in Items 4 and 6 hereof)
intends to finance the Proposed Transaction (as such term is
defined in Items 4 and 6 hereof) by way of bank borrowings."
Item 4. Purpose of Transaction
----------------------
Item 6. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Items 4 and 6 of the 13D Statement are hereby amended and
supplemented by adding the following to the end thereof:
"The Issuer is a party to the Stock Purchase Agreement dated as
of May 24, 1991, as amended through October 1, 1992 (the "Stock Purchase
Agreement"), between the Issuer and the Purchaser, pursuant to which the
Purchaser purchased common shares, no par value, of the Issuer (the "Common
Stock"). As of the date hereof, the Purchaser owns an aggregate of Common
Stock representing approximately 53% of the Issuer's total issued and
outstanding Common Stock. Section 5.11 of the Stock Purchase Agreement
provides among other things that, subject to certain exceptions, the
Purchaser shall not directly or indirectly, unless specifically requested
to do so in writing in advance by the Board of Directors (the "Board") of
the Issuer, acquire or agree, offer, seek or propose to acquire ownership
of any securities of the Issuer. On July 13, 1995, the Board of the Issuer
delivered to the Purchaser its written consent dated as of July 13, 1995
(the "Consent Letter") permitting the Purchaser to submit its proposal to
acquire all the Common Stock of the Issuer that the Purchaser does not
currently own pursuant to the Proposal Letter (as defined below). The
Consent Letter is attached hereto as Exhibit O and is incorporated herein
by reference in its entirety.
Pursuant to the Consent Letter, on July 13, 1995, the Purchaser
delivered to the Board of the Issuer a letter dated as of July 13, 1995
(the "Proposal Letter") in which the Purchaser offered to acquire in a cash
merger transaction (the "Proposed Transaction") all the issued and
outstanding Common Stock of the Issuer not currently owned by the Purchaser
for a purchase price of $18 per share, or an aggregate of approximately
$170 million. The Purchaser anticipates that upon completion of the
Proposed Transaction, the Purchaser will seek to cause the Common Stock to
be delisted from trading on the NASDAQ National Market System and to cause
the termination of registration of the Common Stock pursuant to Section
12(g)(4) of the Securities and Exchange Act of 1934, as amended. The
Proposal
Page 6 of 17
<PAGE>
Letter is attached hereto as Exhibit P and is incorporated herein by
reference in its entirety. On July 14, 1995, the Issuer issued a press
release relating to the events described above. Such press release is
attached hereto as Exhibit Q and is incorporated herein by reference in its
entirety.
Except as set forth herein, the Purchaser and its affiliates have
not formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or
the disposition of securities of the Issuer, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any
change in the present Board or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board, (e) any material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's certificate
of incorporation or by-laws or other instrument corresponding thereto or
other action which may impede the acquisition of control of the Issuer by
any person, (h) causing a class of the Issuer's securities to be
deregistered or delisted, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration or (j) any action similar
to any of those enumerated above."
Item 7. Items to be Filed as Exhibits
-----------------------------
Item 7 of the 13D Statement is hereby amended and supplemented by
adding the following Exhibits to the end thereof:
"Exhibit Description
------- -----------
O Consent Letter, dated as of July 13, 1995,
from the Board of the Issuer addressed to the
Purchaser permitting the Purchaser to make a
proposal to acquire Common Stock.
P Offer Letter, dated as of July 13, 1995, from
the Purchaser addressed to the Board of the
Issuer offering to acquire Common Stock.
Q Press release issued by the Issuer on July 14, 1995.
Page 7 of 17
<PAGE>
SIGNATURE
---------
After reasonable 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: July 14, 1995
COBE LABORATORIES, INC.
By: _____________________
Herbert S. Lawson
Chief Financial Officer
Page 8 of 17
<PAGE>
SIGNATURE
---------
After reasonable 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: July 14, 1995
GAMBRO AB
By:
--------------------
Name: Berthold Lindqvist
Title: President
Page 9 of 17
<PAGE>
SIGNATURE
---------
After reasonable 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: July 14, 1995
INCENTIVE AB
By:
--------------------
Name: Mikael Lilius
Title: President
Page 10 of 17
<PAGE>
SCHEDULE I
Directors and Executive Officers of COBE Laboratories, Inc.
-----------------------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than COBE Laboratories, Inc.)
- ------------------------ -----------------------------------------
Directors of COBE Laboratories, Inc.
------------------------------------
Randall F. Bellows Retired Executive Vice President of COBE
Laboratories, Inc.; Private Investor
Robert M. Collins Retired President of COBE Laboratories, Inc.;
Private Investor
Edward J. Giachetti Vice President of COBE Laboratories, Inc. and
President of COBE Cardiovascular, Inc.
Alain Granger (France) President of Hospal AG, Hospal S.A., 188 Av.
Jean-Jaures, F-69007, Lyon, France.
Ugo Grondelli (Italy) Senior Executive Vice President and Deputy
Managing Director of Gambro AB and President
of Gambro SpA. Via Aldo Moro I/A, I-43035,
Felino (PR), Italy.
Jan Gustavsson (Sweden) Chief Financial Officer of Gambro AB, Box
10101, S-220 10 Lund, Sweden.
Berthold Lindqvist (Sweden) President and Chief Executive Officer of
Gambro AB, Box 10101, S-220 10 Lund, Sweden.
Ingmar Magnusson (Sweden) General Counsel of Gambro AB, Box 10101, S-
220 10 Lund, Sweden.
Mats Wahlstrom (Sweden) President of COBE Laboratories, Inc.;
Executive Vice President of Gambro AB.
Edward C. Wood, Jr. President of COBE BCT, Inc., 1201 Oak Street,
Lakewood, CO 80215-4498.
- --------------------
* Unless otherwise indicated, the business address of each of the named
persons is 1185 Oak Street, Lakewood, Colorado 80215. Each person
listed above, unless otherwise indicated, is a citizen of the U.S.A.
Page 11 of 17
<PAGE>
Directors and Executive Officers of COBE Laboratories, Inc.
-----------------------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than COBE Laboratories, Inc.)
- ------------------------ -----------------------------------------
Executive Officers of COBE Laboratories, Inc.
---------------------------------------------
Teresa Blandford Vice President of COBE Laboratories, Inc.
Wendell J. Gardner Senior Vice President
Edward J. Giachetti Vice President of COBE Laboratories, Inc. and
President of COBE Cardiovascular, Inc.
Herbert S. Lawson Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of COBE
Laboratories, Inc.
Curtin L. Wagner Vice President of COBE Laboratories, Inc.
Mats Wahlstrom (Sweden) President of COBE Laboratories, Inc.
- --------------------
* Unless otherwise indicated, the business address of each of the named
persons is 1185 Oak Street, Lakewood, Colorado 80215. Each person
listed above, unless otherwise indicated, is a citizen of the U.S.A.
Page 12 of 17
<PAGE>
SCHEDULE II
Directors and Executive Officers of Gambro AB
---------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than Gambro AB)
- ------------------------ -----------------------------------------
Directors of Gambro AB
----------------------
Mikael Lilius Chairmain, President and Chief Executive
Officer of Incentive AB, P.O. Box 7373,
Hamngatan 2, S-10391, Stockholm, Sweden.
Lennart Nilsson President and Chief Executive Officer of
Investment AB Cardo, Roskildevagen 1B, Box
486, S-201 24, Malmo, Sweden.
Tore Daun Director and former President, Molnlycke AB,
Molndal, Sweden. Kobbehallsv 10, S-43600,
Askim, Sweden.
Margareta Nilsson Vice Chairman, Katedervagen 5, S-224 67 Lund,
Sweden.
Berthold Lindqvist President and Chief Executive Officer of
Gambro AB.
Anitha Svensson-Grane Employee representative of Gambro AB.
Gosta Gahrton Professor, Chief of Department of Medicine,
Huddinge Hospital, Stockholm, Sweden.
Hallingsbacken 8, S-161 28 Bromma.
Karl Olof Tell Employee representative of Gambro AB.
Soren Mellstig Senior Vice President of Incentive AB
Claes Wilhelmsson Board Member
- --------------------
* Unless otherwise indicated, the business address of each of the named
persons is P.O. Box 10101, Magistratsvagen 16, S-220 10 Lund, Sweden.
Each person listed above, unless otherwise indicated, is a citizen of
Sweden.
Page 13 of 17
<PAGE>
Directors and Executive Officers of Gambro AB
---------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than Gambro AB)
- ------------------------ -----------------------------------------
Executive Management of Gambro AB
---------------------------------
Berthold Lindqvist President and Chief Executive Officer of
Gambro AB.
Lawrence J. Centella (USA) President and Chief Executive Officer of REN
Corporation-USA. 1820 Charlotte Pike,
Nashville TN.
Edward J. Giachetti (USA) Vice President of COBE Laboratories, Inc. and
President of COBE Cardiovascular, Inc.,
1185 Oak Street, Lakewood CO 80215.
Jan Gustavsson Chief Financial Officer of Gambro AB.
Ugo Grondelli (Italy) Senior Executive Vice President and Deputy
Managing Director of Gambro AB. Via Aldo Moro
1/A, I-43035, Felino (PR), Italy
Leif Smeby Research Director of Gambro AB.
Alain Granger (France) President of Hospal AG, Hogamed S.A. and
Hospal International Marketing. 188 Av.
Jean-Jaures, F-69007, Lyon, France.
Mats Wahlstrom President of COBE Laboratories, Inc.;
Executive Vice President of Gambro AB.
Jan-Olof Olsson President of Gambro Lundia AB and Gambro
Dialysatoren GmbH & Co. KG.
Edward C. Wood, Jr. (USA) President of COBE BCT, Inc., 1201 Oak Street,
Lakewood, CO 80215-4498.
- --------------------
* Unless otherwise indicated, the business address of each of the named
persons is P.O. Box 10101, Magistratsvagen 16, S-220 10 Lund, Sweden.
Each person listed above, unless otherwise indicated, is a citizen of
Sweden.
Page 14 of 17
<PAGE>
SCHEDULE III
Directors and Executive Officers of Incentive AB
------------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than Incentive AB)
- ------------------------ -----------------------------------------
Directors of Incentive AB
-------------------------
Anders Scharp Chairman of Incentive AB. Chairman of the
Boards of Electrolux, Saab-Scania and SKF.
Vice Chairman of the Boards of Investor and
Atlas Copco. Member of the Boards of Email
Ltd. (Australia), the Swedish Employers'
Confederation, the Federation of Swedish
Mechanical Engineering Industries and the
Federation of Swedish Industries.
Claes Dahlback President of Investor. Chairman of the Board
of Vin & Sprit AB. Vice Chairman of the
Board of ASEA. Member of the Boards of ABB,
Astra, Electrolux, Ericsson, Saab Scania, SKF
and STORA.
Casimir Ehrnrooth Chairman of the Boards of Kymmene Oy and
Nokia Oy.
Lennart Hagelin Chairman of the Boards of Svenska Dagblader,
Grand Hotel Holdings and Stancia. Member of
the Boards of Skandia, Axel Johnson, the
National Swedish Road Administration and
Uppsala University.
- --------------------
* Unless otherwise indicated, the business address of each of the named
persons is Hamngatan 2, P.O. Box 7373, S-10391, Stockholm, Sweden. Each
person listed above, unless otherwise indicated, is a citizen of Sweden.
Page 15 of 17
<PAGE>
Directors and Executive Officers of Incentive AB
------------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than Incentive AB)
- ------------------------ -----------------------------------------
Directors of Incentive AB (continued)
-------------------------------------
Leif Johansson President and CEO of Electrolux.
Mikael Lilius President and CEO of Incentive AB. Chairman
of the Boards of Garphyttan Industrier and
Orrefors Kosta Boda. Member of the Boards of
Cardo, Gambro and Huhtamaki Oy.
Sven Soderberg Chairman of the Boards of Skandia and Ratos.
Member of the Boards of ASEA and STORA.
Consul General of Norway in Stockholm.
Marcus Wallenberg Executive Vice President of Investor. Vice
Chairman of the Boards of Astra and Saab-
Scania. Member of the Boards of Investor,
Saab Automobile and the Knut & Alice
Wallenberg Foundation. Deputy Member of the
Boards of SILA, ABA and SKF.
Tore Burstrom Employee representative of Incentive AB.
Ake Jacobsson Employee representative of Incentive AB.
Member of the Board of the Electricians'
Local Union.
Bengt-Ola Nygren Employee representative of Incentive AB.
Hakan Lindh Employee representative of Incentive AB.
Jan Marklund Employee representative of Incentive AB.
Dan Nilsson Employee representative of Incentive AB.
Chairman of the Local Chapter of the Swedish
Industrial Salaried Employees' Association.
- --------------------
* Unless otherwise indicated, the business address of each of the named
persons is Hamngatan 2, P.O. Box 7373, 10391, Stockholm, Sweden. Each
person listed above, unless otherwise indicated, is a citizen of Sweden.
Page 16 of 17
<PAGE>
Directors and Executive Officers of Incentive AB
------------------------------------------------
Present Principal Occupation or Employment,
Including Name, Principal Business and
Name, Business Address Address of such Corporation or Organization
and Citizenship* (other than Incentive AB)
- ------------------------ -----------------------------------------
Executive Management of Incentive AB
------------------------------------
Mikael Lilius President and Chief Executive Officer
Anders Fraggstedt Executive Vice President
Anders Jagraeus Executive Vice President
Lars Fahlen Senior Vice President, Personnel
Sverker Lundkvist Senior Vice President, Finance
Soren Mellstig Senior Vice President, Corporate Control
Bengt Modeer Senior Vice President, Corporate
Communications
Kjell Spangberg Senior Vice President, Business Development,
Mergers and Acquisitions
- --------------------
* Unless oth1erwise indicated, the business address of each of the named
persons is Hamngatan 2, P.O. Box 7373, 10391, Stockholm, Sweden. Each
person listed above, unless otherwise indicated, is a citizen of Sweden.
Page 17 of 17
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
O Consent Letter, dated as of July 13, 1995,
from the Board of the Issuer addressed to the
Purchaser permitting the Purchaser to make a
proposal to acquire Common Stock.
P Offer Letter, dated as of July 13, 1995, from
the Purchaser addressed to the Board of the
Issuer offering to acquire Common Stock.
Q Press release issued by the Issuer on
July 14, 1995.
Exhibit O
[REN Corporation-USA Letterhead]
July 13, 1995
COBE Laboratories, Inc.
1185 Oak Street
Lakewood, Colorado 80215
Attention: Mats Wahlstrom
Re: Request for Proposal to Acquire Common Stock
--------------------------------------------
Gentlemen:
As of the date hereof and pursuant to Section 5.11 of the Stock
Purchase Agreement dated as of May 24, 1991 between REN Corporation-USA (the
"Corporation") and COBE Laboratories, Inc. ("COBE"), as amended as of October 1,
1992 (the "Stock Purchase Agreement"), the Corporation, pursuant to the duly
authorized action of its Board of Directors, hereby permits COBE to submit its
proposal to acquire all the common shares, no par value, of the Corporation that
COBE does not currently own pursuant to the letter attached hereto from COBE
addressed to the Board of Directors of the Corporation and dated as of July 13,
1995.
Very truly yours,
REN Corporation-USA
By: ____________________
Name:
Title:
Exhibit P
[COBE LABORATORIES, INC. LETTERHEAD]
July 13, 1995
Board of Directors of REN Corporation-USA
Gentlemen:
I am pleased to offer on behalf of COBE Laboratories, Inc. ("COBE"), to
acquire the equity interest represented by all of the issued and outstanding
common shares, no par value, of REN Corporation-USA ("REN") not currently owned
by COBE including all common shares that may be issued upon the exercise of
options and warrants outstanding on the date hereof (the "Public Shares") . The
principal terms of our offer are as follows:
1. The transaction would be a cash merger in which each holder of a Public
Share would receive $18 per share, or an aggregate of approximately
$170 million based on the number of Public Shares outstanding on July 12,
l995.
2. Consummation of the acquisition would be subject to, among other things,
approval by the Board of Directors of REN and other conditions customary in
a transaction of this type.
3. COBE proposes to finance the acquisition of the Public Shares from bank
borrowings.
4. We anticipate that, upon completion of the acquisition, COBE will cause the
common shares of REN to be delisted from trading on the NASDAQ National
Market System and to cause deregistration of such common shares with the
Securities and Exchange Commission.
We believe that our offer is fair to, and in the best interests of, REN and
its public shareholders. The proposed acquisition price is equivalent to a
18% premium over the average closing price of the common shares on the NASDAQ
National Market System over the 60 trading days ended July 12, l995.
We believe that the investment by COBE in REN has been beneficial to COBE
and its parent, Gambro AB, and also to REN's public shareholders. However, COBE
and REN are facing an increasingly competitive environment and the prospect of
industry-wide consolidation. We believe that COBE and REN must grow, by
acquisition or otherwise, to
<PAGE>
compete effectively in this rapidly changing environment and that this growth
can be achieved much more effectively if REN becomes a wholly owned subsidiary.
We wish to make it clear that we are not interested under any circumstances
in selling our interest in REN and that there is thus no prospect of a sale of a
controlling interest to a third party. Our offer is made pursuant to your
letter dated as of July 13, l995 to COBE.
We understand that you may wish to deliberate on this offer through a
special committee of independent directors and that such committee may wish to
retain its own advisors to assist in those deliberations. We invite your
representatives to meet with our advisors to discuss this proposal at your
earliest convenience.
We hope you will give this proposal your prompt attention. We reserve the
right to amend or withdraw this proposal at anytime in our discretion.
Sincerely,
________________________________
Mats Wahlstrom
President
COBE Laboratories, Inc.
Exhibit Q
[REN PRESS RELEASE]
Press Release
COBE LABORATORIES, INC. PROPOSES TO BUY PUBLIC INTEREST IN ITS
REN CORPORATION-USA SUBSIDIARY FOR $18.00 PER SHARE.
COBE Laboratories, Inc., a wholly-owned subsidiary of Gambro AB, today
announced a proposal to acquire all of the equity interests in REN Corporation-
USA (NASDAQ National Market System: RENL) not currently owned by COBE
Laboratories, Inc., including all common shares that may be issued upon the
exercise of options and warrants outstanding on July 12, 1995.
Under the proposed transaction, the public shareholders of REN Corporation-
USA would receive $18.00 a share in cash, or an aggregate of approximately
$170 million for all the shares of common stock, no par value (the "Common
Stock"), of REN Corporation-USA held by the public. As of the date hereof, COBE
Laboratories, Inc. owns approximately 53% of the Common Stock of REN
Corporation-USA.
The offer is subject to the approval of the Board of Directors of REN
Corporation-USA, and other conditions customary in transactions of this type.
The offer also noted that the proposed acquisition price is equivalent to
an approximately 18% premium over the average closing price of REN
Corporation-USA Common Stock on the NASDAQ National Market System over the 60
trading days ended July 12, 1995.
In response to the offer by COBE Laboratories, Inc., the Board of REN
Corporation-USA has established a special committee of its independent directors
to consider the terms of the offer and to make recommendations in connection
with the offer to the Board of Directors of REN Corporation-USA.
UBS Securities Inc. is acting as financial advisor to COBE Laboratories,
Inc. in connection with the proposed transaction.
July 14, 1995
