LIFC Lifecell Corp (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

LIFECELL CORPORATION

(Name of Subject Company (Issuer))

Leopard Acquisition Sub, Inc.

and

Kinetic Concepts, Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

531927101

(CUSIP Number of Class of Securities)

Stephen D. Seidel, Esq.

Sr. Vice President, General Counsel and Secretary

Kinetic Concepts, Inc.

8023 Vantage Drive

San Antonio, TX 78230

(210) 524-9000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Charles W. Mulaney, Jr., Esq.

Shilpi Gupta, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2300

Chicago, IL 60606

(312) 407-0700

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission on April 21, 2008 and as amended and supplemented on April 21, 2008, April 30, 2008 and May 12, 2008 by Kinetic Concepts, Inc., a Texas corporation (“KCI”), and Leopard Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of KCI (“Purchaser”). The Schedule TO relates to the Purchaser’s tender offer for all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of LifeCell Corporation, a Delaware corporation (“LifeCell”), for $51.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 2008, as amended (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), which were filed as exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO.

Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO.

The items of the Schedule TO (as previously amended) set forth below are hereby amended and supplemented as follows:

Item 11.  Additional Information.

Item 11 of the Schedule TO (as previously amended) is hereby amended and supplemented by adding the following text hereto:

“The initial period of the Offer expired at 12:00 midnight, New York City time, on Friday, May 16, 2008. All of the conditions to the Offer have been satisfied. Accordingly, on May 19, 2008, 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 (including all Shares properly delivered through notices of guaranteed delivery), and payment for such Shares will be made promptly, in accordance with the terms of the Offer. The Depositary for the Offer has advised KCI and Purchaser that, as of the expiration of the Offer, a total of approximately 31.25 million Shares were validly tendered to Purchaser and not withdrawn (including approximately 6.2 million Shares delivered through notices of guaranteed delivery), representing approximately 91.3% of the Shares outstanding. Shares tendered through notices of guaranteed delivery are required to be delivered to Purchaser by Wednesday, May 21, 2008.

On May 19, 2008, KCI announced in a press release that Purchaser has commenced a subsequent offering period to acquire all remaining untendered Shares. The subsequent offering period is scheduled to expire at 6:00 p.m., New York City time, on Friday, May 23, 2008, unless further extended. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same $51.00 per Share cash consideration, without interest, paid during the initial offering period of the Offer. Purchaser will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. Shares tendered during the subsequent offering period may not be withdrawn. KCI and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law. The full text of the press release issued by KCI is attached hereto as Exhibit (a)(1)(M) and is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

“(a)(1)(M)         Press release issued by KCI, dated May 19, 2008”

2

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: May 19, 2008

3

EXHIBIT INDEX

4

Lifecell Corp (MM) (NASDAQ:LIFC)
Historical Stock Chart
From Apr 2024 to May 2024

Lifecell Corp (MM) (NASDAQ:LIFC)
Historical Stock Chart
From May 2023 to May 2024