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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
June 1, 1995
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REN Corporation - USA
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(Exact name of registrant as specified in its charter)
Tennessee 0-18067 62-1323090
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
6820 Charlotte Pike
Nashville, Tennessee 37209
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(Address of principal executive offices) (Zip Code)
(615) 353-4200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 13, 1995, REN Corporation - USA, a Tennessee
corporation, received a proposal from its parent corporation,
COBE Laboratories, Inc., a Colorado corporation ("COBE"), to
acquire all of the equity interests in REN not currently
owned by COBE, including all common shares that may be issued
upon the exercise of options and warrants outstanding on July
12, 1995. Under the transaction, proposed to be structured as
a cash merger, REN shareholders other than COBE will receive
$18.00 per share in cash. The offer is subject to approval by
the Board of Directors of REN and other customary conditions.
The Board of Directors of REN has established a special
committee of its independent directors to consider the terms
of the offer and to make its recommendations regarding the
offer to the Board of Directors of REN.
On July 11, 1995, the Registrant announced that it
had formed a joint venture with S. Robert Contiguglia, M.D.
and Melvyn H. Klein, M.D. to acquire and operate the Rocky
Mountain Kidney Center, located in Denver, Colorado, all as
described in the Registrant's press release, a copy of which
is filed herewith as Exhibit 20.2. This transaction became
effective on June 1, 1995.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
20.1 Press Release of REN Corporation - USA, dated
July 14, 1995
20.2 Press Release of REN Corporation - USA dated
July 11, 1995
99.1 Consent Letter, dated as of July 13, 1995,
from the Board of Directors of the Registrant
addressed to COBE Laboratories, Inc. ("COBE")
permitting COBE to make a proposal to acquire
Common Stock of the Registrant
99.2 Offer Letter, dated as of July 13, 1995, from
COBE to the Board of Directors of the
Registrant offering to acquire Common Stock
of the Registrant
2
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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.
REN CORPORATION - USA
Date: July 17, 1995 By: /s/ Ralph Z. Levy, Jr.
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Ralph Z. Levy, Jr.
Executive Vice President and
General Counsel
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description Number
- ------ ----------- ------
<S> <C> <C>
20.1 Press Release of REN Corporation - USA,
dated July 14, 1995
20.2 Press Release of REN Corporation - USA,
dated July 11, 1995
99.1 Consent Letter, dated as of July 13, 1995,
from the Board of Directors of the Registrant
addressed to COBE Laboratories, Inc. ("COBE")
permitting COBE to make a proposal to acquire
Common Stock of the Registrant
99.2 Offer Letter, dated as of July 13, 1995, from
COBE to the Board of Directors of the Registrant
offering to acquire Common Stock of the Registrant
</TABLE>
4
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EXHIBIT 20.1
FOR IMMEDIATE RELEASE
COBE LABORATORIES, INC. PROPOSES TO BUY PUBLIC INTEREST
IN ITS REN CORPORATION-USA SUBSIDIARY FOR $18.00 PER SHARE
NASHVILLE, Tenn., July 14, 1995-REN Corporation-USA (NASDAQ:RENL) today
announced that COBE Laboratories, Inc., the Lakewood, Co.-based, wholly-owned
subsidiary of Gambro AB (NASDAQ:GAMBY), proposes to acquire all of the equity
interests in REN Corporation-USA 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. COBE Laboratories,
Inc. presently owns approximately 53 percent 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 percent 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 a financial advisor to COBE
Laboratories, Inc. in connection with the proposed transaction.
REN is the nation's fourth largest provider of kidney dialysis services.
REN owns and operates 67 dialysis centers, located across 18 states and the
District of Columbia. Several of these centers are associated with prominent
academic institutions. Overall, the company has over 1,150 treatment stations
servicing approximately 5,500 patients. In 1994,
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REN performed more than 646,000 dialysis treatments. REN also performs blood
and urine testing services for its centers and others.
####
FOR FURTHER INFORMATION, PLEASE CONTACT:
Ralph Z. Levy, Jr., Executive Vice President, General Counsel & Secretary,
REN Corporation-USA, Tel: +1 615 353 4200
Raymond F. McNulty, Managing Director, Citigate, Inc., Tel: +1 212 809 2575
Maria C. Stokes, Associate, Citigate, Inc., Tel: +1 212 809 2575
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EXHIBIT 20.2
FOR IMMEDIATE RELEASE
REN CORPORATION ANNOUNCES ACQUISITION
OF ROCKY MOUNTAIN KIDNEY CENTER
NASHVILLE, Tenn. (July 11, 1995)--REN Corporation-USA (NASDAQ:RENL), one of the
nation's leading providers of kidney dialysis services, today announced that it
has formed a new joint venture to acquire and operate the Rocky Mountain Kidney
Center (RMKC) located in Denver, Colorado.
REN will own a majority interest in the joint venture. S. Robert
Contiguglia, M.D. and Melvyn H. Klein, M.D. will be REN's joint venture
partners.
RMKC currently serves approximately 185 patients and provides both
chronic and home dialysis services from its facility. University of Colorado
School of Medicine renal faculty, along with Drs. Contiguglia and Klein, will
serve as medical directors of the clinic.
Regarding the joint venture, Dr. Klein said, "This affiliation will
enable Rocky Mountain Kidney Center to continue delivering the highest quality
dialysis services and to gain access to managed care networks."
REN is the nation's fourth largest provider of kidney dialysis services.
After closing this transaction, REN will own and operate 67 dialysis centers,
located across 18 states and the District of Columbia. Several of these centers
are associated with prominent academic institutions. Overall, the company has
over 1,150 treatment stations servicing approximately 5,500 patients. In 1994,
REN performed more than 646,000 dialysis treatments. REN also performs blood
and urine testing services for its centers and others.
####
For further information, contact:
Bradley S. Wear, Senior Vice President & Chief Financial Officer
REN Corporation-USA, 615/353-4245
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EXHIBIT 99.1
[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 of the common shares, no par value, of the Corporation
that COBE does not currently own pursuant to the letter attached hereto from
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: /s/ Lawrence J. Centella
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Name: Lawrence J. Centella
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Title: President and CEO
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EXHIBIT 99.2
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, 1995.
2. Consummation of the acquisition would be subject to among
other things, approval of 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
an 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, 1995.
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 compete effectively
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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 controlling interest to a third party. Our offer is made pursuant
to your letter dated as of July 13, 1995 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 any time in our discretion.
Sincerely,
/s/ Mats Walholstrom
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Mats Walholstrom
President
COBE Laboratories, Inc.
