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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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. 1 (this "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. 1 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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding thereto the
following:
"Parent issued the press release attached hereto as Exhibit (a)(9) on July
9, 1999."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
(a)(9) Text of press release issued by Parent on July 9, 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
(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)(9), each of the exhibits was filed previously with
the Statement as originally filed with the Securities and Exchange
Commission on June 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.
<TABLE>
<S> <C> <C>
MBS ACQUISITION CORPORATION,
Dated: July 9, 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
</TABLE>
<PAGE>
FOR IMMEDIATE RELEASE:
QUIDEL CORPORATION EXTENDS
TENDER OFFER FOR METRA BIOSYSTEMS, INC.
TO JULY 12, 1999
SAN DIEGO, CA July 9, 1999 -- Quidel Corporation (NASDAQ: QDEL - news)
announced today that its wholly owned subsidiary, MBS Acquisition Corporation,
and Metra Biosystems, Inc. (NASDAQ: MTRA - news) have mutually agreed to extend
the tender offer for all outstanding shares of common stock (and associated
rights) of Metra Biosystems for $1.78 per share in cash. The tender offer is
being made in connection with the previously announced definitive Merger
Agreement with Metra Biosystems. The tender offer commenced on June 9, 1999 and,
as extended, is now scheduled to expire at 5:00 p.m., New York City time, on
Monday, July 12, 1999, unless further extended.
The extension of the tender offer is intended to enable Quidel to finalize
the definitive documentation of its previously disclosed financing arrangements.
The Depositary, American Stock Transfer & Trust Company, has informed Quidel
that, as of 5:00 p.m., New York City time, on Thursday, July 8, 1999,
approximately 11,866,000 shares representing 93% of the outstanding Metra
Biosystems common stock had been validly tendered and not withdrawn, including
shares tendered pursuant to a Notice of Guaranteed Delivery.
After completion of the tender offer, if MBS Acquisition Corporation owns at
least 90% of the outstanding Metra Biosystems common stock, MBS Acquisition
Corporation will be able to effect a "short-form" merger under California and
Delaware law. Because California law requires a 20-day notice period before the
effectiveness of the short-form merger, extension of the tender offer will
enable Metra Biosystems shareholders who have not already tendered to tender
their shares and receive cash promptly after completion of the tender offer.
Further information and a copy of the related Offer to Purchase may be obtained
from the information agent for the offer: Beacon Hill Partners, Inc., 90 Broad
Street, New York, New York 10004; (212) 843-8500 (bankers and brokers); (800)
755-5001 (all others).
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.
Metra Biosystems, Inc. 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 believes it is the only U.S. company to offer both
immunodiagnostic and scanning technologies for the assessment and management of
bone health.
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