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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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VWR SCIENTIFIC PRODUCTS CORPORATION
(Name of Subject Company)
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VWR SCIENTIFIC PRODUCTS CORPORATION
(Name of Person(s) Filing Statement)
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Common Shares, Par Value $1.00 Per Share
(Title of Class of Securities)
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918435-10-8
(CUSIP Number of Class of Securities)
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David M. Bronson
Senior Vice President and Secretary
VWR Scientific Products Corporation
1310 Goshen Parkway
West Chester, Pennsylvania 19380
(610) 431-1700
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Bidders)
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Copy to:
Thomas E. Wood, Esq.
Drinker Biddle & Reath LLP
Suite 300
1000 Westlakes Drive
Berwyn, Pennsylvania 19312
(610) 993-2200
July 6, 1999
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This Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (this "Amendment") relates to the offer by EM Subsidiary, Inc., a
Pennsylvania corporation ("Purchaser") and a wholly owned subsidiary of EM
Laboratories, Incorporated, a New York corporation ("Parent"), to purchase all
outstanding common shares, par value $1.00 per share (the "Shares"), of VWR
Scientific Products Corporation, a Pennsylvania corporation (the "Company"), at
a price of $37.00 per Share, net to the tendering shareholder in cash, upon the
terms and subject to the conditions set forth in Purchaser's Offer to Purchase
dated June 14, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer").
Item 4. The Solicitation or Recommendation
(a) Item 4 is hereby amended by amending and restating in its entirety the
material under "The Solicitation or Recommendation - Recommendation of the Board
of Directors" as follows:
"The Board, by unanimous vote of the Unaffiliated Directors acting
as a quorum of the full Board, based upon, among other things, the
unanimous recommendation and approval of the Special Committee (as that
term is defined under " -- Background," below), has determined that the
Merger Agreement and the transactions contemplated thereby, including each
of the Offer and the Merger (collectively, the "Transactions"), are fair
to, and in the best interests of, the Company and the shareholders of the
Company not affiliated with the Parent (the "Public Shareholders"),
approved the Merger Agreement, the Offer and the Merger, and resolved to
recommend that shareholders accept the Offer and tender their Shares
pursuant to the Offer and subsequently to approve the Merger Agreement, if
such approval is required by law.
In making the recommendation to the Company's Board and approving
the Merger Agreement and the Transactions, the Unaffiliated Directors
considered a number of factors, including, but not limited to, the
following:
(a) the financial and other terms and conditions of the Merger
Agreement, including the proposed structure of the Offer and the Merger
involving a cash tender offer of $37.00 per Share for all outstanding
Shares, to be followed by a merger for the same consideration;
(b) various risks and uncertainties associated with any expansion of
the Company's distribution business to meet the needs of its global
customers;
(c) the historical market prices of the Shares, including the fact
that the Offer price and the Merger price of $37.00 per Share represented
premiums of approximately 29.0%, 32.1% and 32.7% over the closing prices
per Share on the NASDAQ Stock Market June 3, 4, and 7, 1999, respectively,
the last three full trading days prior to the June 8, 1999 announcement of
the Transactions, and represented a premium of approximately 40% over
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the closing price for the Shares on the NASDAQ Stock Market on the date 30
days prior to the announcement of the Transactions;
(d) according to Bloomberg LP, the $37.00 per Share to be paid to
the Public Shareholders in the Offer and the Merger exceeded the highest
price at which the Shares have closed on the NASDAQ Stock Market since the
Company became a public company in 1986;
(e) neither the Offer nor the Merger is subject to any financing
condition, and that Parent has represented that it has available to it
from or through Merck KGaA or its affiliates, sufficient funds to
consummate the Offer, the Merger and the transactions contemplated
thereby;
(f) the separate opinions, each dated June 8, 1999, to the Company's
Board and Special Committee, of BT Alex. Brown Incorporated ("BT Alex.
Brown") (now merged with Deutsche Bank Securities Inc., and known as
Deutsche Banc Alex. Brown) and Warburg Dillon Read LLC ("Warburg Dillon
Read") to the effect that, as of the date of such opinions and based upon
and subject to certain matters stated therein, the $37.00 per Share cash
consideration to be received in the Offer and the Merger by the holders of
Shares (other than Merck KGaA and its affiliates) was fair, from a
financial point of view, to such holders. The full text of the written
opinions of BT Alex. Brown and Warburg Dillon Read dated June 8, 1999, the
analysis and conclusions of which were concurred with and adopted by the
Company's Board and Special Committee and set forth the assumptions made,
matters considered and limitations on the review undertaken, are attached
as Annex A and Annex B, respectively, to this document and are
incorporated herein by reference. The opinions of BT Alex. Brown and
Warburg Dillon Read are directed to the Company's Board and Special
Committee, address only the fairness of the $37.00 per Share cash
consideration to be received in the Offer and the Merger by the holders of
Shares (other than Merck KGaA and its affiliates) from a financial point
of view, and do not constitute a recommendation to any shareholder as to
whether or not such shareholder should tender Shares in the Offer or as to
how such shareholder should vote with respect to the proposed Merger.
Holders of Shares are urged to read such opinions carefully in their
entirety;
(g) the terms of the Merger Agreement were determined through
arm's-length bargaining between the Special Committee and its legal and
financial advisors, on one hand, and representatives of Parent, on the
other, and provide for the Offer in order to allow Public Shareholders to
receive payment for their Shares; and
(h) Parent and its affiliates informed the Special Committee that it
would not be interested in a third-party sale of the Company; the Special
Committee and its financial advisors were not authorized to, and did not,
solicit third-party indications of interest for the acquisition of the
Company (which they deemed highly unlikely to receive in light to the
aggregate ownership of the Company by the Parent and its affiliates and
their affirmative disinterest in a third party sale of the Company), nor
were any offers from third parties received; although the Unaffiliated
Directors recognized that this factor did not necessarily support its
determination regarding the fairness of the Transactions, the Unaffiliated
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Directors concluded that this factor was substantially outweighed by the
totality of the other factors it considered in arriving at its
determination.
The Unaffiliated Directors recognized that the Merger had not been
structured to require the approval of a majority of the Shares held by the
Public Shareholders and that following successful completion of the Offer,
the Parent and its affiliates would have sufficient voting power to
approve the Merger Agreement without the affirmative vote of any other
shareholder of the Company. However, the Unaffiliated Directors, including
all of the members of the Special Committee, believed that the
Transactions were procedurally fair because, among other things:
(a) the Special Committee was appointed to represent the interests
of the Public Shareholders;
(b) by reason of the Standstill Agreement, completion of the Offer
(and thus completion of the Merger) is conditioned upon its acceptance by
the holders of a majority of the Shares not owned by the Parent and its
affiliates; such condition may not be waived by the Purchaser without the
consent of the Company and is designed to assure that the Public
Shareholders holding a majority of the shares owned by all Public
Shareholders have determined to accept the terms of the Offer prior to any
vote on the Merger;
(c) prior to consummation of the Offer, the Board of Directors may
cause the Offer to be terminated if it receives an unsolicited proposal to
be acquired by a third-party and, in the opinion of the Company's outside
legal counsel, failure to consider such a proposal would result in a
breach of the fiduciary duties of the Board of Directors under applicable
law. Under such circumstances, the Company would be required to reimburse
the Parent for its reasonable documented out-of-pocket expenses in an
amount up to $8 million;
(d) the Special Committee retained BT Alex. Brown and Warburg Dillon
Read as its independent financial advisors to assist it in evaluating and
negotiating a potential transaction with the Parent and its affiliates;
(e) the Special Committee engaged in deliberations to evaluate the
Transactions and alternatives thereto;
(f) the $37.00 per Share price and the other terms and conditions of
the Transaction resulted from active arm's-length bargaining between
representatives of the Special Committee, on the one hand, and
representatives of Parent and its affiliate, on the other; and
(g) Public Shareholders may obtain "fair value" for their Shares if
they exercise and perfect their appraisal rights under the PBCL.
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The Board of Directors' approval and recommendation was based on the
totality of the information considered by it. The Board of Directors did
not assign relative weights to the factors considered by it or determine
that any one factor was of primary importance."
After reasonable 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.
July 6, 1999
VWR SCIENTIFIC PRODUCTS CORPORATION
By: /s/David M. Bronson
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Name: David M. Bronson
Title: Senior Vice President Finance
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