- Tender offer statement by Third Party (SC TO-T)
February 11 2010 - 7:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HOME DIAGNOSTICS, INC.
(Name of Subject Company (Issuer))
NIPPON PRODUCT ACQUISITION CORPORATION
(Offeror)
a Wholly-Owned Subsidiary of
NIPRO CORPORATION
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, Par Value $0.01 Per Share
(Title of Class Securities)
437080104
(CUSIP Number of Class of Securities)
Nipro Corporation
c/o Luis Candelario
President
Nipro Medical Corporation
3150 N.W. 107
th
Avenue
Miami, Florida 33172
(305) 599-7174
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Craig A. Roeder
Ryan M. Gwillim
Baker & McKenzie LLP
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000
CALCULATION OF FILING FEE
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Transaction Valuation
(1)
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Amount of Filing Fee
(2)
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$214,879,203
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$15,320.89
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(1)
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Estimated for purposes of calculating the filing fee only. This amount is the sum of (i)
16,998,741 shares of Home Diagnostics, Inc. common stock outstanding as of February 2, 2010,
multiplied by $11.50 per share, which is the offer price, plus (ii) $19,393,681 expected to be
paid in connection with the cancellation of outstanding stock options and stock appreciation
rights.
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(2)
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act
of 1934, as amended, and Fee Rate Advisory for fiscal year 2010, issued December 2009, by
multiplying the transaction value by 0.00007130.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form or Registration No.:
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N/A
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Date Filed:
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N/A
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o
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Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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þ
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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*
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s)
relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
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This Tender Offer Statement on Schedule TO (together with any amendments and supplements
hereto, this “Schedule TO”) is filed by (i) Nippon Product Acquisition Corporation, a Delaware
corporation (the “Purchaser”) and wholly-owned subsidiary of Nipro Corporation, a corporation
organized under the laws of Japan (the “Parent”), and (ii) the Parent. This Schedule TO relates to
the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value
$0.01 per share (the “Shares”), of Home Diagnostics, Inc., a Delaware corporation (the “Company”),
at a purchase price of $11.50 per Share, net to the seller in cash, without interest and less any
required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 11, 2010 (together with any amendments and supplements thereto, the “Offer
to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Capitalized terms used and not defined herein will have the meanings assigned to such terms in
the Offer to Purchase.
TABLE OF CONTENTS
Item 1.
Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled “Summary Term
Sheet” is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO
relates is Home Diagnostics, Inc., a Delaware corporation. The Company’s principal executive
offices are located at 2400 NW 55th Court, Fort Lauderdale, Florida 33309. The Company’s telephone
number at such address is 954-677-9201.
(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.01 per
share, of the Company. The Company has advised the Parent and the Purchaser that as of February 2,
2010, 16,998,741 Shares were issued and outstanding, and 3,372,613 Shares were reserved for
issuance under the Company’s equity compensation plans pursuant to outstanding stock options and
stock appreciation rights.
(c) The information set forth in the section in the Offer to Purchase entitled “Price Range of
Shares; Dividends” is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
(a) - (c) This Schedule TO is filed by the Parent and the Purchaser. The information set forth
in the section of the Offer to Purchase entitled “Certain Information Concerning the Parent and the
Purchaser” and in Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4.
Terms of the Transaction.
The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the sections of the Offer to Purchase entitled “Summary Term
Sheet,” “Introduction,” “Certain Information Concerning the Parent and the Purchaser,” “Background
of the Offer; Past Contacts or Negotiations with the Company,” “Purpose of the Offer; Plans for the
Company” and “The Transaction Agreements” is incorporated herein by reference.
Item 6.
Purposes of the Transaction and Plans or Proposals.
The information set forth in the sections of the Offer to Purchase entitled “Summary Term
Sheet,” “Introduction,” “Price Range of Shares; Dividends,” “Certain Effects of the Offer,”
“Purpose of the Offer; Plans for the Company” and “The Transaction Agreements” is incorporated
herein by reference.
Item 7.
Source and Amount of Funds or Other Consideration.
The information set forth in the section of the Offer to Purchase entitled “Source and Amount
of Funds” is incorporated herein by reference.
2
Item 8.
Interest in Securities of the Subject Company.
The information set forth in the sections of the Offer to Purchase entitled “Certain
Information Concerning the Parent and the Purchaser,” “Purpose of the Offer; Plans for the Company”
and “The Transaction Agreements” is incorporated herein by reference.
Item 9.
Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the section of the Offer to Purchase entitled “Fees and Expenses”
is incorporated herein by reference.
Item 10.
Financial Statements.
Not applicable.
Item 11.
Additional Information.
(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain
Information Concerning the Parent and the Purchaser,” “Background of the Offer; Past Contacts or
Negotiations with the Company,” “Purpose of the Offer; Plans for the Company” and “The Transaction
Agreements” is incorporated herein by reference.
(a)(2) The information set forth in the sections of the Offer to Purchase entitled “Purpose of
the Offer; Plans for the Company,” “Certain Conditions of the Offer” and “Certain Legal Matters;
Regulatory Approvals” is incorporated herein by reference.
(a)(3) The information set forth in the sections of the Offer to Purchase entitled “Certain
Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals” is incorporated herein
by reference.
(a)(4) The information set forth in the sections of the Offer to Purchase entitled “Certain
Effects of the Offer,” “Source and Amount of Funds” and “Certain Legal Matters; Regulatory
Approvals” is incorporated herein by reference.
(a)(5) The information set forth in the section of the Offer to Purchase entitled “Certain
Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12.
Exhibits
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Exhibit
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Exhibit Name
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Offer to Purchase dated
February 11, 2010.
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
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Notice of Guaranteed Delivery.
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Joint Press Release issued by Nipro Corporation and Home Diagnostics, Inc. on February 3, 2010.*
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Press Release issued by
Nipro Corporation on February 11, 2010.
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Summary Newspaper
Advertisement as published in
The Wall Street Journal
on February 11, 2010.
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Agreement and Plan of Merger dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Home Diagnostics, Inc.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and George H. Holley.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Donald P. Parson.**
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Exhibit
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Exhibit Name
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Joseph H. Capper.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and G. Douglas Lindgren.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Richard A. Upton.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Tom Watlington.**
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Letter Agreement dated February 2, 2010, between the Company and Joseph H. Capper.**
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Confidentiality Agreement dated August 18, 2009, between and among Nipro Corporation, Nipro Medical Corporation and
Home Diagnostics. Inc.
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*
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Incorporated herein by reference to the Schedule TO filed by Nipro Corporation with the
Securities and Exchange Commission on February 3, 2010.
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**
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Incorporated by reference to the Form 8-K filed by Home Diagnostics, Inc. with the Securities
and Exchange Commission on February 4, 2010.
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Item 13.
Information Required by Schedule 13E-3.
Not applicable.
4
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.
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Date: February 11, 2010
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Nippon Product Acquisition Corporation
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By:
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/s/ Luis Candelario
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Name:
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Luis Candelario
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Title:
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President
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Nipro Corporation
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By:
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/s/ Minoru Sano
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Name:
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Minoru Sano
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Title:
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President and Representative Director
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5
EXHIBIT INDEX
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Exhibit
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Exhibit Name
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Offer to Purchase dated
February 11, 2010.
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
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Notice of Guaranteed Delivery.
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Joint Press Release issued by Nipro Corporation and Home Diagnostics, Inc. on February 3, 2010.*
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Press Release issued by
Nipro Corporation on February 11, 2010.
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Summary Newspaper
Advertisement as published in
The Wall Street Journal
on February 11, 2010.
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Agreement and Plan of Merger dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Home Diagnostics, Inc.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and George H. Holley.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Donald P. Parson.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Joseph H. Capper.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and G. Douglas Lindgren.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition
Corporation and Richard A. Upton.**
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon Product Acquisition Corporation and Tom Watlington.**
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Letter Agreement dated February 2, 2010, between the Company and Joseph H. Capper.**
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Confidentiality Agreement dated August 18, 2009, between and among Nipro Corporation, Nipro Medical Corporation and
Home Diagnostics. Inc.
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*
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Incorporated herein by reference to the Schedule TO filed by Nipro Corporation with the
Securities and Exchange Commission on February 3, 2010.
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**
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Incorporated by reference to the Form 8-K filed by Home Diagnostics, Inc. with the Securities
and Exchange Commission on February 4, 2010.
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6
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