UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO/A
AMENDMENT
NO. 1
Tender Offer
Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
LIFECORE
BIOMEDICAL, INC.
(Name of Subject Company (Issuer))
SBT ACQUISITION INC.
SBT HOLDINGS INC.
WARBURG
PINCUS PRIVATE EQUITY IX L.P.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
CUSIP Number
532187101
(CUSIP Number of Class of Securities)
Sean
Carney
Warburg
Pincus Private Equity IX, L.P.
466
Lexington Avenue
New
York, NY 10017
212-878-0600
(Name,
address and telephone number of person authorized to receive notices and
communications
on behalf of filing persons)
Copy to:
Steven J.
Gartner, Esq.
Mark A.
Cognetti, Esq.
Willkie Farr &
Gallagher LLP
787 Seventh
Avenue
New York, NY
10019
(212) 728-8000
Calculation of Filing Fee
|
Transaction valuation*
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|
Amount of filing fee**
|
|
$251,880,143.00
|
|
$9,898.89
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*
|
Estimated for purposes of calculating the filing
fee only. The transaction value was
calculated on the offer to purchase all of the outstanding shares of common
stock of Lifecore Biomedical, Inc. at a purchase price of $17.00 in cash
per share and
13,558,691
shares of
common stock issued and outstanding as of February 18, 2008 and
1,257,788
shares of common stock
issuable on or before the expiration of the offer pursuant to existing stock
options.
|
|
**
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The
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, is calculated by multiplying the Transaction Value by
0.0000393, and was previously paid in connection with the initial filing of
the Schedule TO.
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|
o
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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: Not applicable.
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Filing Party:
Not applicable.
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Form or
Registration No.: Not applicable.
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Date
Filed: Not applicable.
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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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x
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going
private transaction subject to Rule 13e-3.
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o
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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:
x
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This Amendment No. 1
amends and supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on February 21, 2008 (the “
Schedule TO
”) by SBT Acquisition Inc., SBT
Holdings Inc. and
Warburg
Pincus Private Equity IX L.P. This Amendment No. 1 is
being filed on behalf of SBT Acquisition Inc., SBT Holdings Inc. and Warburg
Pincus Private Equity IX, L.P.
The Schedule TO relates to the
offer by SBT Acquisition Inc., a Minnesota corporation (“
Purchaser
”) and a direct wholly owned
subsidiary of SBT Holdings Inc., a Delaware corporation (“
Parent
”),
to purchase all of the outstanding shares of common stock, par value $0.01 per
share (the “
Shares
”), of Lifecore Biomedical, Inc.,
a Minnesota corporation (“
Lifecore
”), at
a purchase price of $17.00 per Share net to the seller in cash, without
interest and less any required withholding taxes, if any, upon the terms and
subject to the conditions set forth in the offer to purchase dated February 21,
2008 (the “
Offer to Purchase
”) and related letter
of transmittal (the “
Letter of Transmittal
”),
copies of which were annexed to and filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively. Except as
specifically provided herein, this Amendment No. 1 does not modify any of
the information previously reported on the Schedule TO.
This Amendment is the final
amendment to the Schedule TO and, in accordance with Instruction H of the General
Instructions to Schedule TO, constitutes Parent and Purchaser’s disclosure
under Section 13(d) of the Securities Exchange Act of 1934, as
amended, with respect to the Shares Purchaser acquires in the Offer.
All of the information set forth
in the Offer to Purchase along with the other exhibits to the Schedule TO is
incorporated by reference herein in response to all the items of this Amendment
No. 1, except as set forth below.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Offer to Purchase.
Items 1 through 11.
Items 1, 4, 5, 6, 7, 8 and 11 of the Schedule TO,
which incorporate by reference the information contained in the Offer to
Purchase, are hereby amended and supplemented by adding the following text
thereto:
“The Offer expired at 5:00 p.m.,
New York City time, on Thursday, March 20, 2008. Following such expiration, Purchaser accepted
for payment in accordance with the terms of the Offer all Shares that were
validly tendered and not withdrawn prior to the expiration of the Offer and
payment for such Shares will be made promptly in accordance with the terms of
the Offer. The Depositary for the Offer
has advised that, as of 5:00 p.m., New York City time, on March 20,
2008, a total of approximately 12,769,687 Shares were validly tendered and not
withdrawn in the Offer (including Shares tendered by notices of guaranteed
delivery), representing approximately 94.18% of the outstanding Shares. Accordingly, the Minimum Condition has been
satisfied.
On March 21, 2008, Parent
and Purchaser issued a press release announcing the completion of the
Offer. The press release is filed as Exhibit (a)(1)(J) hereto
and is incorporated herein by reference.
Pursuant to the terms of the
Merger Agreement, Parent and Purchaser expect to effect the Merger as soon as
practicable following the satisfaction of the conditions in the Merger
Agreement. In the Merger, Parent will
acquire all of the other Shares at the same $17.00 per share net to the seller
in cash, without interest and less any required withholding taxes, if any, that
will be paid to the holders of the Shares that were tendered in the Offer. As a result of the Merger, Lifecore will
become a wholly owned subsidiary of Parent and the Shares will be delisted from and will cease to trade on the
NASDAQ Stock Market.”
Item 12. Exhibits
Item 12
of the Schedule TO is hereby amended and supplemented to add the following
exhibit:
“
(a)(1)(J) Text of Press Release issued by SBT Holdings
Inc. and SBT Acquisition Inc. on March 21, 2008.”
2