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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HEMAGEN DIAGNOSTICS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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HEMAGEN-REGISTERED TRADEMARK-
Dear Fellow Hemagen Shareholder:
You may be receiving consent solicitation material sent by Jerry L. Ruyan,
William P. Hales, Thomas A. Donelan and Christopher P. Hendy (collectively, the
"Redwood Group"). YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE ACTIONS
PROPOSED BY THE REDWOOD GROUP ARE NOT IN THE BEST INTERESTS OF SHAREHOLDERS AND
STRONGLY URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD SENT TO YOU BY THE REDWOOD
GROUP OR THEIR AGENTS.
WE BELIEVE THE REDWOOD GROUP ARE OPPORTUNISTS TRYING TO
STEAL CONTROL OF THE COMPANY AWAY FROM YOU!
On June 25, 1999, representatives of the Redwood Group informed Hemagen that
they planned to seek consents for the replacement of the current directors and
replace them with their own nominees, including Messrs. Ruyan, Hales, Donelan
and Hendy. This would turn complete control of the company over to the Redwood
Group.
REDWOOD WANTS CONTROL OF THE COMPANY
WITHOUT PAYING FOR IT!
WHY DON'T THEY PROPOSE A CASH TENDER OFFER THAT THE BOARD
COULD SERIOUSLY CONSIDER?
In addition to replacing the current Board, The Redwood Group wants your
permission to grant themselves stock options to purchase a total of 15% of
Hemagen's common stock, on a fully diluted basis. That's more than 1.7 million
shares!! We believe that granting these options will only serve to diminish your
proportionate share ownership of Hemagen.
DON'T BE FOOLED BY THE REDWOOD GROUP!
Your Board of Directors is in the process of preparing a formal response to
the Redwood Group to be mailed to you as soon as possible. IN THE MEANTIME, YOUR
BOARD STRONGLY RECOMMENDS THAT YOU TAKE NO ACTION WITH RESPECT TO THE REDWOOD
SOLICITATION MATERIAL AND NOT SIGN THE WHITE CONSENT CARD.
If you have any questions or require assistance, please call MacKenzie
Partners, Inc. at (800) 322-2885.
Thank you for your support.
Sincerely,
/s/ Carl Franzblau
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Carl Franzblau
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
