<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(AMENDMENT NO. 3 - FINAL AMENDMENT)
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
MEDAREX, INC.
(Name of Issuer)
MEDAREX, INC.
(Name of Person(s) Filing Statement)
REDEEMABLE WARRANTS
(Title of Class of Securities)
583916 11 9
(CUSIP Number of Class of Securities)
DONALD L. DRAKEMAN
MEDAREX, INC.
1545 ROUTE 22 EAST
ANNANDALE, NEW JERSEY 08801
(908) 713-6001
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
DWIGHT A. KINSEY, ESQ.
SATTERLEE STEPHENS BURKE & BURKE LLP
230 PARK AVENUE
NEW YORK, NEW YORK 10169
(212) 818-9200
APRIL 18, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
This Amendment No. 3 (Final Amendment) to the Rule 13e-4 Issuer
Tender Offer Statement on Schedule 13E-4 filed with the Securities and Exchange
Commission on April 18, 1996, as amended, is being filed by Medarex, Inc., a New
Jersey corporation (the "Issuer" or the "Company"), pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended, and Rule 13e-4 thereunder, to
report the results of the Company's offer (the "Warrant Reduction Offer") to
reduce temporarily the price at which each of the Company's outstanding
Redeemable Warrants entitles the registered holder thereof to purchase the
Common Stock of the Company, par value $.01 per share (the "Common Stock"). The
Warrant Reduction Offer commenced on April 18, 1996 and expired at 12:00
midnight New York City time on May 15, 1996.
As reported by Continental Stock Transfer & Trust Company, the Warrant
Agent under the Warrant Agreement relating to the Redeemable Warrants, the
holders of 3,882,022 Redeemable Warrants (representing approximately 97% of the
maximum number of Redeemable Warrants that could have been exercised) exercised
their warrants to purchase 4,534,202 shares of Common Stock resulting in
proceeds of $21,545,222 to the Company before deduction of expenses incurred in
connection with the Warrant Reduction Offer. Upon the conclusion of the Warrant
Reduction Offer, 121,389 Redeemable Warrants remained issued and outstanding
with approximately 141,782 shares of Common Stock issuable upon the exercise
thereof.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(a)(10) Form of Press Release issued by the Company on May 16, 1996.
(a)(11) Form of Press Release issued by the Company on May 22, 1996.
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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.
MEDAREX, INC.
By: /s/ Donald L. Drakeman
----------------------------------
Donald L. Drakeman
President
Date: May 22, 1996
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EXHIBIT INDEX
SEQUENTIAL
NUMBERING
EXHIBIT PAGE NO.
- ------- ----------
(a)(10) Form of Press Release issued by the Company on May 16, 1996.
(a)(11) Form of Press Release issued by the Company on May 22, 1996.
<PAGE>
EXHIBIT (a)(10)
Contact: Donald L. Drakeman
President and CEO
Medarex, Inc.
908-713-6007
FOR IMMEDIATE RELEASE
- ---------------------
MEDAREX ANNOUNCES SUCCESSFUL WARRANT REDUCTION OFFER
ANNANDALE, NJ, MAY 16, 1996 Medarex, Inc. (NASDAQ: MEDX and MEDXW) announced
today the results of its Warrant Reduction Offer to reduce temporarily the
exercise price of each of its Redeemable Warrants from $6.17 to $5.55. Based on
a preliminary count, the holders of approximately 3,888,200 of Redeemable
Warrants (approximately 97%) exercised their warrants to purchase approximately
4,541,418 shares of Common Stock, resulting in proceeds of approximately
$21,600,000 to the Company before deducting expenses incurred in connection with
the offering. Including exercises prior to the Warrant Reduction Offer,
warrantholders have purchased approximately 4,900,000 shares of Common Stock
resulting in total proceeds to the Company of approximately $23,600,000 from the
exercise of the Redeemable Warrants. After the exercise of the Redeemable
Warrants, the total number of shares of the Company's Common Stock issued and
outstanding is approximately 16,800,000. The Warrant Reduction Offer expired at
12:00 midnight, New York City time, on May 15, 1996. After May 15, 1996 the
exercise price of the Redeemable Warrants reverted to $6.17 per Redeemable
Warrant.
"The success of this Warrant reduction offer considerably strengthens Medarex's
financial position," said Donald L. Drakeman, President and CEO of Medarex.
"These additional resources will support the development of the many promising
applications of Medarex's patented Bispecific technology."
Medarex, Inc. is a biopharmaceutical company developing therapeutics targeted to
enhance and direct the body's natural immune system to fight disease. Medarex's
research and development programs are based on directing natural immune response
processes against foreign pathogens and tumor cells. Medarex is applying its
proprietary technology to design and develop immunologically based products for
the treatment of cancer, AIDS and autoimmune disorders. The Company currently
has five products in human clinical trials, including MDX-210, which is being
developed in conjunction with Ciba-Geigy, Ltd., and MDX-447, which is being
developed in conjunction with Merck KGaA, MDX-240 for AIDS and MDX-11 and MDX-22
for leukemia, as well as a number of products in pre-clinical development,
including MDX-33 for autoimmune disorders which is being developed in
conjunction with Centeon, L.L.C., a joint venture of Rhone-Poulenc Rorer, Inc.
and Hoechst AG.
<PAGE>
EXHIBIT (a)(11)
Contact: Donald L. Drakeman
President and CEO
Medarex, Inc.
908-713-6007
FOR IMMEDIATE RELEASE
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MEDAREX ANNOUNCES FINAL RESULTS
OF WARRANT REDUCTION OFFER
ANNANDALE, NJ, MAY 22, 1996 Medarex, Inc. (NASDAQ: MEDX and MEDXW) announced
today the final results of its Warrant Reduction Offer to reduce temporarily the
exercise price of each of its Redeemable Warrants from $6.17 to $5.55. Pursuant
to the Warrant Reduction Offer, the holders of 3,882,022 Redeemable Warrants
(approximately 97% of the maximum number of Redeemable Warrants that could have
been exercised) exercised their warrants to purchase approximately 4,534,202
shares of Common Stock, resulting in proceeds of $21,545,222 to the Company
before deducting expenses incurred in connection with the offering. Including
exercises prior to the Warrant Reduction Offer, warrantholders have purchased
approximately 4,918,497 shares of Common Stock resulting in total proceeds to
the Company of approximately $23,575,282 from the exercise of the Redeemable
Warrants. After the exercise of the Redeemable Warrants, the total number of
shares of the Company's Common Stock issued and outstanding is approximately
16,777,124. The Warrant Reduction Offer expired at 12:00 midnight, New York
City time, on May 15, 1996. After May 15, 1996 the exercise price of the
Redeemable Warrants reverted to $6.17 per Redeemable Warrant. After the Warrant
Reduction Offer, 121,389 Redeemable Warrants remained issued and outstanding
with approximately 141,782 shares of Common Stock issuable upon the exercise
thereof.
Medarex, Inc. is a biopharmaceutical company developing therapeutics targeted to
enhance and direct the body's natural immune system to fight disease. Medarex's
research and development programs are based on directing natural immune response
processes against foreign pathogens and tumor cells. Medarex is applying its
proprietary technology to design and develop immunologically based products for
the treatment of cancer, AIDS and autoimmune disorders. The Company currently
has five products in human clinical trials, including MDX-210, which is being
developed in conjunction with Ciba-Geigy, Ltd., and MDX-447, which is being
developed in conjunction with Merck KGaA, MDX-240 for AIDS and MDX-11 and MDX-22
for leukemia, as well as a number of products in pre-clinical development,
including MDX-33 for autoimmune disorders which is being developed in
conjunction with Centeon, L.L.C., a joint venture of Rhone-Poulenc Rorer, Inc.
and Hoechst AG.
