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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
AMENDMENT NO. 4
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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EXOGEN, INC.
(Name of Subject Company)
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SMITH & NEPHEW ACQUISITION, INC.
a wholly owned subsidiary of
SMITH & NEPHEW, INC.
and
an indirect wholly owned subsidiary of
SMITH & NEPHEW PLC
(Bidders)
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Common Stock, $.0001 par value
(Title of Class of Securities)
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302092101
(CUSIP Number of Class of Securities)
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James A. Ralston, Senior Vice President and General Counsel
Smith & Nephew, Inc.
1450 Brooks Road
Memphis, Tennessee 38116
(901) 399-5000
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidders)
Copy to
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Attention: Dennis V. Osimitz
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Smith & Nephew Acquisition, Inc., a Delaware corporation (the "Offeror")
and a wholly owned subsidiary of Smith & Nephew, Inc., a Delaware corporation
(the ''Parent''), and an indirect wholly owned subsidiary of Smith & Nephew plc,
a corporation organized under the laws of England and Wales (''S&N''), Parent
and S&N, hereby amend and supplement their combined Tender Offer Statement on
Schedule 14D-1 (as amended, the "Schedule 14D-1") and Amendment No. 2 to
Statement on Schedule 13D, originally filed on July 30, 1999, as amended by
Amendment No. 1 to Schedule 14D-1 and Amendment No. 3 to Statement on Schedule
13D filed on August 27, 1999, with respect to their offer to purchase all
outstanding shares of common stock, $.0001 par value (together with the
associated preferred stock purchase rights, the ''Shares''), of Exogen, Inc., a
Delaware corporation (the ''Company''), at a purchase price of $5.15 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 30, 1999, and in the
related Letter of Transmittal, copies of which have been filed as Exhibits
(a)(1) and (a)(2) to the Schedule 14D-1, respectively.
Item 6. Interest in Securities of the Subject Company.
(a) and (b): Immediately following the expiration of the Offer, the Offeror
accepted for payment (and thereby purchased) 11,532,397 Shares validly tendered
pursuant to the Offer and not properly withdrawn at or prior to the expiration
of the Offer, including 91,445 Shares tendered pursuant to guaranteed delivery
for which timely delivery of all required documents is necessary. The 11,532,397
Shares accepted for payment (and thereby purchased) by the Offeror, together
with the Shares owned by an affiliate of Offeror, represent 96.49% of the Shares
outstanding on August 31, 1999.
A copy of the press release issued by Parent on September 1, 1999 is filed
as Exhibit (a)(11) to the Schedule 14D-1 and incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
(a)(11) Press Release issued by Parent on September 1, 1999.
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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.
Dated: September 1, 1999
Smith & Nephew plc
By: /s/ Peter Hooley
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Name: Peter Hooley
Title: Finance Director
Smith & Nephew, Inc.
By: /s/ Clifford K. Lomax
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Name: Clifford K. Lomax
Title: Treasurer
Smith & Nephew Acquisition, Inc.
By: /s/ Clifford K. Lomax
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Name: Clifford K. Lomax
Title: Chairman
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Exhibit (a)(11)
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Orthopaedic Division
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Smith & Nephew, Inc.
1450 Brooks Rd, Memphis, TN 38116 U.S.A.
901-396-2121, For information: 1-800-821-5700
For orders and order inquiries: 1-800-238-7538
Smith+Nephew
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News Release
Contact: Betty Cole
Director of Communications
Smith & Nephew, Inc.
901-399-6166
SMITH & NEPHEW, INC. ANNOUNCES COMPLETION OF TENDER OFFER
Memphis, Tennessee -September 1, 1999- Smith & Nephew, Inc. today announced
that its tender offer through its subsidiary for all of the outstanding shares
of common stock of Exogen, Inc. (Nasdaq Symbol: EXGN) expired at 12:00 midnight,
New York City time, on Tuesday, August 31, 1999. Smith & Nephew was advised by
Registrar and Transfer Company, the depositary for the offer, that as of 5:00
p.m. New York City time on August 31, 11,529,197 shares of Exogen's common stock
were validly tendered, which, together with the shares owned by an affiliate of
Smith & Nephew, Inc. represent 96.47% of the outstanding shares. The number of
shares tendered includes 87,345 shares tendered pursuant to guaranteed delivery
procedures. All conditions to the closing of the purchase of the shares tendered
pursuant to the offer have been satisfied or waived.
The tendered shares were accepted for payment by a Smith & Nephew
subsidiary as of the expiration of the offer. It is expected that such Smith &
Nephew subsidiary will be merged with and into Exogen later this month, with
each share of Exogen not purchased in the tender offer being converted into the
right to receive $5.15 in cash.
Smith & Nephew, Inc. is a wholly owned subsidiary of Smith & Nephew plc and
is headquartered in Memphis, Tennessee. Smith & Nephew plc is a global
healthcare company that markets a wide range of technologically advanced
products principally in the areas of orthopaedics, endoscopy and wound
management.
more . . .
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Page 2
Exogen, headquartered in Piscataway, New Jersey, is a leading producer of
non-invasive ultrasound devices for accelerated healing of bone fractures.
Exogen also has a portfolio of pre-clinical developments, including non-invasive
devices for cartilage repair and osteoporosis treatment.
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