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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
METRA BIOSYSTEMS, INC.
(Name of Subject Company)
MBS ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
QUIDEL CORPORATION
(Bidder)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
591591 10 2
(CUSIP Number of Class of Securities)
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ANDRE DE BRUIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUIDEL CORPORATION
10165 MCKELLAR COURT
SAN DIEGO, CALIFORNIA 92121-4201
619.552.1100
(FACSIMILE) 619.646.8016
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
COPIES TO:
MARK W. SHURTLEFF, ESQ.
GIBSON, DUNN & CRUTCHER LLP
4 PARK PLAZA
IRVINE, CALIFORNIA 92614
949.451.3800
(FACSIMILE) 949.451.4220
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JUNE 9, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 5 Pages)
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14D-1
CUSIP NO. 591591 10 2 Page 2 of 5 Pages
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
MBS Acquisition Corporation
I.R.S. Identification No.: To be applied for.
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2. Check the appropriate box if a member of a group* (a) / /
(b) /X/
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3. SEC Use Only
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4. Source of funds *
BK, WC
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5. Check box if disclosure of legal proceedings is required pursuant to Item
2(e) or 2(f) / /
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6. Citizenship or place of organization
Delaware
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7. Aggregate amount beneficially owned by each reporting person
35,459,260 shares (MBS Acquisition Corporation, a wholly-owned subsidiary of
Quidel Corporation, has the right, under some circumstances, to acquire up
to approximately 35,459,260 shares of the common stock of Metra Biosystems,
Inc. pursuant to that certain Stock Option Agreement, dated as of June 4,
1999, among Quidel Corporation, Metra Biosystems, Inc. and MBS Acquisition
Corporation)
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8. Check box if the aggregate amount in row (7) excludes certain shares* /X/
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9. Percent of class represented by amount in row (7)
70.9%
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10. Type of Reporting Person*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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14D-1
CUSIP NO. 591591 10 2 Page 3 of 5 Pages
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1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Quidel Corporation
I.R.S. Identification No.: 94-2573850
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2. Check the appropriate box if a member of a group* (a) / /
(b) /X/
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3. SEC Use Only
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4. Source of funds *
BK, WC
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5. Check box if disclosure of legal proceedings is required pursuant to Item
2(e) or 2(f) / /
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6. Citizenship or place of organization
Delaware
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7. Aggregate amount beneficially owned by each reporting person
35,459,260 shares (MBS Acquisition Corporation, a wholly-owned subsidiary of
Quidel Corporation, has the right, under some circumstances, to acquire up
to approximately 35,459,260 shares of the common stock of Metra Biosystems,
Inc. pursuant to that certain Stock Option Agreement, dated as of June 4,
1999, among Quidel Corporation, Metra Biosystems, Inc. and MBS Acquisition
Corporation)
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8. Check box if the aggregate amount in row (7) excludes certain shares* /X/
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9. Percent of class represented by amount in row (7)
70.9%
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10. Type of Reporting Person*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 (this "Amendment"), the final amendment, amends and
supplements the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed
with the Securities and Exchange Commission on June 9, 1999 by MBS Acquisition
Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned
subsidiary of Quidel Corporation, a Delaware corporation ("Parent"), to purchase
all outstanding shares of Common Stock, par value $0.001 per share (the
"Shares"), of Metra Biosystems, Inc., a California corporation (the "Company"),
and the associated preferred shares purchase rights (the "Rights") issued
pursuant to the Preferred Shares Rights Agreement, dated as of January 11, 1994,
as amended, between the Company and American Stock Transfer & Trust Company, as
Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase
price of $1.78 per Share (and associated Right), net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated June 9, 1999 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer"). This
Amendment constitutes Amendment No. 2, the final amendment, to the Schedule 13D,
dated June 9, 1999, filed by Parent and Purchaser. Capitalized terms used and
not defined herein shall have the meanings assigned to them in the Offer to
Purchase and the Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Paragraphs (a) and (b) of Item 6 are hereby amended and supplemented by
adding thereto the following:
The Offer expired at 5:00 p.m., New York City time, on July 12,
1999. Pursuant to the Offer, the Purchaser accepted for payment
based on the depositary's preliminary report 11,876,374 shares
tendered, including 68,793 shares tendered by guaranteed delivery.
Paragraphs (a) and (b) of Item 6 are hereby further amended to incorporate
by reference the information set forth in the press release issued by Parent on
July 13, 1999, filed as Exhibit (a)(10) to this Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
(a)(10) Text of press release issued by Parent on July 13, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.*
(a)(1) Offer to Purchase, dated June 9, 1999
(a)(2) Letter of Transmittal
(a)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
(a)(4) Letter to Clients for Use by Brokers, Dealers, Commercial Bank
Companies and Other Nominees
(a)(5) Notice of Guaranteed Delivery
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
(a)(7) Text of joint press release, dated June 7, 1999, issued by the
Company and Parent
(a)(8) Form of summary advertisement, dated June 9, 1999
(a)(9) Text of press release issued by Parent on July 9, 1999
(a)(10) Text of press release issued by Parent on July 13, 1999.
(b) Commitment letter, dated June 4, 1999, from Bank of America NT&SA
(c)(1) Agreement and Plan of Merger, dated as of June 4, 1999, among Quidel
Corporation, a Delaware corporation, Metra Biosystems, Inc., a
California corporation, and MBS Acquisition Corporation, a Delaware
corporation
(c)(2) Stock Option Agreement, dated as of June 4, 1999, among Quidel
Corporation, a Delaware corporation, Metra Biosystems, Inc., a
California corporation, and MBS Acquisition Corporation, a Delaware
corporation
(c)(3) Indemnification Agreement, dated as of June 4, 1999, among Quidel
Corporation, a Delaware corporation, Metra Biosystems, Inc., a
California corporation, and MBS Acquisition Corporation, a Delaware
corporation
(d) Not applicable
(e) Not applicable
(f) Not applicable
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* Except for Exhibit (a)(10), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on June 9, 1999 and as amended on July 9, 1999.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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<S> <C> <C>
MBS ACQUISITION CORPORATION,
Dated: July 13, 1999 a Delaware corporation
By: /s/ CHARLES J. CASHION
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Charles J. Cashion
SECRETARY
QUIDEL CORPORATION,
a Delaware corporation
By: /s/ CHARLES J. CASHION
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Charles J. Cashion
SECRETARY
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FOR IMMEDIATE RELEASE:
QUIDEL CORPORATION ACQUIRES APPROXIMATELY
93% OF METRA BIOSYSTEMS SHARES IN TENDER OFFER
SAN DIEGO, CA July 13, 1999 -- Quidel Corporation (NASDAQ: QDEL - news)
announced today that its wholly owned subsidiary, MBS Acquisition Corporation,
completed its $1.78 per share cash tender offer for all of the outstanding
shares of common stock, and the associated rights, of Metra Biosystems, Inc.
(NASDAQ: MTRA - news)
According to the depositary's preliminary report, 11,876,374 shares were
tendered and not withdrawn, including 68,793 shares tendered by guaranteed
delivery, as of the expiration of the tender offer, representing approximately
93% of the outstanding Metra Biosystems shares. The offer expired at 5:00 p.m.,
New York City time, on Monday, July 12, 1999. MBS Acquisition Corporation
accepted for payment all shares validly tendered according to the terms of the
tender offer.
Quidel plans to proceed with the merger of MBS Acquisition Corporation into
Metra Biosystems, in which each remaining outstanding share of Metra Biosystems
will be converted into the right to receive $1.78 in cash. MBS Acquisition
Corporation has acquired sufficient shares so that approval of the merger is
assured.
After charges related to the transaction, and the consolidation of Metra
Biosystems' business into Quidel, Metra Biosystems' results of operations are
expected to add to Quidel's earnings. Andre de Bruin, Vice Chairman, President
and Chief Executive Officer of Quidel, stated, "We are pleased with the success
of the tender offer and look forward to completing our acquisition of Metra
Biosystems. Bone health assessment is an important, growing area of medicine and
with this acquisition, Quidel will participate substantially in its
development." Mr. de Bruin added, "We will now proceed with the transition plan
of consolidating operations and reducing overhead costs in order to create a
stronger, profitable entity."
Metra Biosystems has distribution agreements and strategic collaborations
with major diagnostic and pharmaceutical companies, including Abbott
Laboratories, Beckman-Coulter, Inc., Bayer Corporation, Diagnostic Products
Corporation, Sumitomo Pharmaceuticals and others which complement Quidel's
corporate partnering strategy. Metra Biosystems develops and commercializes
diagnostic products for research and clinical use that provide physicians with
comprehensive clinical information regarding the metabolism of bone and other
connective tissues. With fourteen immunodiagnostic products, including
Pyrilinks-Registered Trademark--D -- the Dpd bone resorption test, and its new
QUS-2(TM) calcaneal (heel) ultrasonometer, Metra Biosystems believes it is the
only U.S. company to offer both immunodiagnostic and scanning technologies for
the assessment and management of bone health.
Quidel Corporation discovers, develops, manufactures and markets rapid
immunodiagnostic products for point-of-care detection of human medical
conditions and illnesses. These products provide simple, accurate and
cost-effective diagnoses for acute and chronic conditions in the areas of
women's health and infectious diseases. Quidel's products are sold to
professionals in the physician's office and clinical laboratories, and to
consumers through organizations that provide private label, store brand
products.
This press release contains forward-looking statements regarding Quidel and
the combined company of Quidel and Metra Biosystems and their future activities
within the meaning of the federal securities laws that involve material risks
and uncertainties. Many possible factors could affect future financial results
and performance, such that actual results and performance may
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differ materially. Difference in operating results may arise because of a number
of factors, including, without limitation, Quidel's ability to reduce costs
through consolidation of operations, seasonality, adverse changes in competitive
and economic conditions in domestic and international markets, actions of major
distributors, manufacturing and productions delays or difficulties, adverse
actions or delays in product reviews by the FDA, and the lower acceptance of
Quidel's new products than forecast. Please see the discussion of these factors
in the companies' annual reports, Form 10-K's and Quidel's subsequent quarterly
reports on Form 10-Q. Pyrilinks-Registered Trademark--D and QUS-2(TM) are
registered trademarks of Metra Biosystems, Inc.
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CONTACT:
Quidel Corporation
Christa Cerciello
619/646-8031
Beacon Hill Partners, Inc., New York
Edward McCarthy
212/843-8500
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