SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL MED TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
Atlas Acquisition Corp.
Haemonetics Corporation
Haemonetics Corporation
(Names of Filing Persons (Offerors))
Common Stock, par value $0.01 per share, and
Series A Convertible Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
Series A Convertible Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
37935E101
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Brian P. Concannon
President and Chief Executive Officer
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100
President and Chief Executive Officer
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
| James S. O’Shaughnessy, Esq. | ||
| General Counsel | Lisa R. Haddad, Esq. | |
| Haemonetics Corporation | Goodwin Procter LLP | |
| 400 Wood Road | 53 State Street | |
| Braintree, Massachusetts 02184 | Boston, Massachusetts 02109 | |
| (781) 848-7100 | (617) 570-1000 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee* | ||||
Not applicable |
Not applicable | ||||
| * No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer. | ||
| o | 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 registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable | Filing Party: | Not applicable | |||||
| Form or Registration No.: | Not applicable | Date Filed: | Not applicable |
| þ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| þ | third-party tender offer subject to Rule 14d-1. | ||
| o | issuer tender offer subject to Rule 13e-4. | ||
| o | going-private transaction subject to Rule 13e-3. | ||
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
This filing relates solely to preliminary communications made before the commencement of a
tender offer for the outstanding common stock and Series A Convertible Preferred Stock of Global
Med Technologies, Inc., a Colorado corporation (“Global Med”), by Atlas Acquisition Corp., a
Colorado corporation and a wholly owned subsidiary of Haemonetics Corporation, a Massachusetts
corporation (“Haemonetics”). A copy of a press release announcing the execution of a definitive
merger agreement under which Haemonetics will acquire Global Med, which was released by Haemonetics
and Global Med on February 1, 2010, is attached as Exhibit 99.1. A copy of an employee
announcement distributed by Haemonetics to its employees on February 1, 2010 is attached as Exhibit
99.2. A copy of a fact sheet prepared by Haemonetics entitled “Acquisition of Global Med
Technologies” is attached as Exhibit 99.3. A copy of a
form of letter to Haemonetics customers is attached as
Exhibit 99.4. A copy of a document entitled
“Customer Talking Points” is attached as Exhibit 99.5.
Important Additional Information Will Be Filed with the Securities and Exchange Commission
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ATLAS ACQUISITION CORP.’S TENDER OFFER FOR THE
SHARES OF GLOBAL MED’S CAPITAL STOCK HAS NOT COMMENCED. THE SOLICITATION AND THE OFFER TO BUY
SHARES OF GLOBAL MED’S CAPITAL STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON
SCHEDULE TO, INCLUDING AN OFFER TO PURCHASE AND OTHER RELATED MATERIALS THAT ATLAS ACQUISITION
CORP. INTENDS TO FILE WITH THE SEC. GLOBAL MED WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9. ONCE FILED, GLOBAL MED STOCKHOLDERS SHOULD READ ALL OF THESE MATERIALS
CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
ONCE FILED, GLOBAL MED STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SEC AT www.sec.gov, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER
MATERIALS OR BY SENDING A WRITTEN REQUEST TO ATLAS ACQUISITION CORP. REQUESTS FOR DOCUMENTS FROM
ATLAS ACQUISITION CORP. OR HAEMONETICS CORPORATION SHOULD BE SUBMITTED IN WRITING TO: HAEMONETICS
CORPORATION, ATTN: INVESTOR RELATIONS, 400 WOOD ROAD, BRAINTREE, MASSACHUSETTS 02184. IN ADDITION,
HAEMONETICS CORPORATION AND GLOBAL MED EACH FILE ANNUAL, QUARTERLY AND OTHER REPORTS WITH THE SEC.
COPIES OF THESE REPORTS OR OTHER SEC FILINGS ARE AVAILABLE FOR FREE AT THE SEC PUBLIC REFERENCE
ROOM AT 100 F STREET, NE, WASHINGTON, DC 20549 AND www.sec.gov.
Exhibit 99.1
For Release:
|
Contact: | |
Date February 1, 2010
|
Haemonetics Corporation | |
Time 8:30 am Eastern
|
Julie Fallon | |
| Tel. (781) 356-9517 | ||
| Alt. Tel. (617) 320-2401 | ||
| Global Med Technologies, Inc. | ||
| Michael I. Ruxin, M.D. | ||
| Tel. (303) 238-2000 |
Haemonetics Announces Definitive Agreement to Acquire Global Med
Technologies, Inc.
Technologies, Inc.
Strategic Acquisition Broadens Blood Management Software Solutions to
Customers across the Blood Supply Chain
Customers across the Blood Supply Chain
February, 1, 2010, El Dorado Hills, CA and Braintree, MA, USA and Limonest, France — Haemonetics
Corporation (NYSE: HAE) and Global Med Technologies, Inc. (OTCBB: GLOB) today announced a
definitive agreement under which Haemonetics will acquire Global Med for approximately $60 million
in a cash tender offer.
As a global leader in blood management solutions, Haemonetics helps plasma fractionators, hospitals
and blood collectors to improve clinical care and lower costs by optimizing the collection,
processing, and use of scarce blood resources. Haemonetics’ broad product offering includes blood
collection and separation technologies, surgical blood salvage systems, and diagnostic products for
enhanced blood management in the surgical setting. Haemonetics also markets information technology
platforms and consulting services to help manage the blood supply chain and improve blood
management practices.
Global Med is a healthcare information technology company which markets a breadth of software
solutions and services that span the blood supply continuum, from blood collection to the hospital
transfusion center to the patient care environment.
Under the terms of the agreement, Haemonetics will commence a tender offer to purchase all
outstanding shares of Global Med’s common stock at $1.22 per share and preferred stock at
approximately $1,694 per share. The tender offer is conditioned on the tender of a majority of the
outstanding shares of Global Med’s common and preferred stock, and subject to other customary
closing conditions. The $60 million estimated net value of the transaction is based on Global
Med’s 49 million diluted common equivalent shares outstanding. Haemonetics will fund the
acquisition from available cash and anticipates that it will continue to have more than $100
million in cash on the balance sheet at fiscal year end.
Brian Concannon, President and CEO of Haemonetics, said, “Efficient blood management is now being
recognized as a critical component of improving clinical care while reducing cost, and Haemonetics
is the only company positioned to address the needs of both the blood collection and transfusion
markets. Software is a key enabler for blood management, enhancing productivity, regulatory
compliance and quality.
Global Med’s software offerings are a strategic complement to our existing products and will allow
us to offer customers an end-to-end software solution for blood management, from donor recruitment
to the patient transfusion.
Michael I. Ruxin, M.D., Chairman and CEO of Global Med, added, “The integration of our two
companies is very exciting. We share a common strategy to provide blood management tools to
hospitals and blood centers that improve patient care and reduce costs. In the blood management
arena, Global Med brings a broad-based information technology platform offering that spans the
blood supply chain, while Haemonetics brings devices, software, and consulting services for optimal
blood management. This merger is especially advantageous to our customers, as well as the blood
center and hospital transfusion industry because we believe our combined organizations can provide
expanded access to new technologies and innovative products while leveraging the efficiencies of a
larger organization.”
Global Med’s domestic companies include Wyndgate Technologies®, a leader in software
products and services for donor centers and hospital transfusion services; eDonor®,
which offers web-based donor relationship management systems; PeopleMed®, which
implements cost-effective software validation, consulting and compliance solutions to hospitals and
donor centers, and Hemo-Net®, which offers hosting solutions for those customers wishing
to outsource the operation and maintenance of their databases. Global Med’s European subsidiary,
Inlog SA, is a leading developer of donor center and transfusion management systems as well as
cellular therapy software, laboratory information systems and quality assurance medical software
systems internationally. Global Med had $24 million in revenues through the first nine months of
its current fiscal year.
Haemonetics expects the transaction to close in its fourth quarter fiscal 2010. Excluding the
impact of one time costs associated with the transaction, Haemonetics anticipates minimal dilution
to earnings per share in fiscal 2010 which is included in its updated guidance range of $2.80-$2.85
per share. The Company will review further details on its third quarter fiscal 2010 earnings
webcast scheduled for today, February 1, 2010, at 10:00 am Eastern time. To access the webcast,
visit http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=72118&eventID=2662404.
Haemonetics has posted frequently asked questions on its website at
http://www.haemonetics.com/site/content/km/factSheet.asp.
About Global Med Technologies, Inc.
Global Med Technologies, Inc. (OTCBB: GLOB) is an international healthcare information technology
company which develops regulated and non-regulated products and services for the healthcare
industry. As a leading provider of blood and laboratory systems and services, Global Med’s products
are deployed in 20 countries and serve over 2,100 transfusion centers, blood banks and laboratory
sites.
Global Med’s division, Wyndgate Technologies®, is a leader in software products and
services for donor centers and hospital transfusion services. Wyndgate’s eDonor® product
offers innovative web-based tools for donor relationship management. Hemo-Net®,
Wyndgate’s remote hosting service, provides secure, economical solutions for healthcare
organizations. PeopleMed®, Inc., a Global Med subsidiary, implements cost-
effective software validation, consulting and compliance solutions to hospitals and donor centers.
Global Med’s European subsidiary, Inlog, SA, is a leading developer of donor center and transfusion
management systems as well as cellular therapy software, laboratory information systems and quality
assurance medical software systems internationally.
About Haemonetics Corporation
Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing innovative blood
management solutions for our customers. Together, our devices and consumables, information
technology platforms, and consulting services deliver a suite of business solutions to help our
customers improve clinical outcomes and reduce the cost of healthcare for blood collectors,
hospitals, and patients around the world. Our technologies address important medical markets:
blood and plasma component collection, the surgical suite, and hospital transfusion services. To
learn more about Haemonetics, visit our web site at http://www.haemonetics.com.
Additional Information
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. Atlas Acquisition Corp.’s, a wholly-owned
subsidiary of Haemonetics, tender offer for the shares of Global Med’s capital stock has not
commenced. The solicitation and the offer to buy shares of Global Med’s capital stock will only be
made pursuant to a tender offer statement on a Schedule TO, including an offer to purchase and
other related material that Atlas Acquisition Corp. intends to file with the SEC. Global Med will
file a solicitation/recommendation statement on Schedule 14D-9. Once filed, Global Med
stockholders should read all of these materials carefully prior to making any decisions with
respect to the offer because they contain important information.
Once filed, Global Med stockholders will be able to obtain the tender offer statement on Schedule
TO, the offer to purchase, and related materials with respect to the offer, free of charge at the
SEC’s website at www.sec.gov, from the information agent named in the tender offer materials, or by
sending a written request to Atlas Acquisition Corp. Requests for documents from Atlas Acquisition
Corp. or Haemonetics should be submitted in writing to Haemonetics, Attn: Investor Relations, 400
Wood Road, Braintree, MA 02184 USA. In addition, Haemonetics and Global Med each file annual,
quarterly, and other reports with the SEC. Copies of these reports or other SEC filings are
available for free at the SEC public reference room at 100 F Street, NE, Washington, DC 20549 and
www.sec.gov.
This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Haemonetics and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the fore
going. Risks, uncertainties and assumptions include the possibility that expected benefits of the transaction may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, Global Med's business may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks that are described from time to time in Haemonetics' and Global Med's Securities and Exchange Commission reports, including but not limited to the risks described in Haemonetics' Annual Report on Form 10-K for its fiscal year ended March 28, 2009 and Global Med's Annual Report on Form 10-K for its fiscal year ended December 31, 2008. The foregoing list should not be construed as exhaustive. The forward-looking statements are based on estimates and assumptions and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual res
ults and experience could differ materially from the forward-looking statements. Haemonetics assumes no obligation and does not intend to update these forward-looking statements except as required by law.
# # #
Exhibit 99.2
Employee Announcement
Haemonetics Announces Its Offer to Acquire Global Med Technologies
I am pleased to share that today we announced our plans to acquire the global business of Global
Med Technologies, Inc. through the purchase of Global Med’s outstanding shares. The acquisition is
subject to customary closing conditions, including the tender of at least a majority of the shares
of Global Med’s preferred and common stock. We expect the transaction to close by fiscal year end.
The integration of these two companies is very exciting and represents yet another important step
in realizing our vision as a leader in Blood Management Solutions. As you know, a strategic
component of our vision is based on delivering increased value to our customers through a robust
offering of software solutions that are integrated from the front end of the blood management
process (donor recruitment) to the delivery of blood to the patient (transfusion and surgical blood
salvage).
Global Med is a healthcare information technology company which markets a breadth of software
solutions and services that span the blood supply chain. The acquisition will fill an important
gap in our portfolio by providing us with several critical software platforms that we do not have
today: donor recruitment, cellular therapy, tissue tracking, and transfusion service management.
The acquisition is an opportunity to accelerate our vision of offering integrated information
across the entire blood supply chain and will strengthen our ability to provide a seamless data
management system from donor to patient. It will also allow us to develop potentially
industry-changing applications that will prevent transfusions when one is not required, and ensure
that the right blood product is provided to the right patient at the right time, when a transfusion
is required. Taken together with our existing Software Solutions business, the scale of the
combined entities will create a $60 million software organization with a stronger focus on our
customers, greater resources for product development, an expanded knowledge-base in IT, and more
extensive global reach.
To the employees in our Software Solutions business, let me say that this combination represents a
big step for our Company and acknowledge that each of you may have many questions about it. Jan
Conneely, VP and GM for our Software Solutions business has set up a special “all hands meeting and
teleconference” this morning to provide more information and to address questions. This meeting has
been planned at a time when all of our Rosemont, Edmonton and Chico employees may be able to
participate, acknowledging the different time zones in which we work. We fully recognize that many
questions cannot be answered until we proceed through the integration planning process over the
next 6 to 8 weeks and any changes will not be implemented until after the closing of this
transaction. I encourage our Software Solutions’ employees to attend Jan’s meeting to hear more
about why we are so enthusiastic about this development for our business and to address those
questions which we can answer at this time.
The integration of this business will offer customers increased opportunity for operational
efficiency, ease of use, and process enhancements. This acquisition reinforces our commitment to
continually strengthen the company and provide customers with tools to help them deliver the best
patient care at optimal costs. In short, we will continue to take the
necessary steps to fulfill our vision of being a leading provider of blood management solutions for
our customers.
You can find more information about the acquisition in the press release we issued this morning.
If you have questions, please contact your respective senior leaders or members of the Corporate
Leadership Team. You can find more information about Global Med at www.globalmedtech.com.
Brian Concannon
President and CEO
President and CEO
February 1, 2010
Important, Legally-Required Information
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ATLAS ACQUISITION CORP.’S (A WHOLLY-OWNED
SUBSIDIARY OF HAEMONETICS CORPORATION) TENDER OFFER FOR THE SHARES OF
GLOBAL MED TECHNOLOGIES, INC.’S
CAPITAL STOCK HAS NOT COMMENCED. THE SOLICITATION AND THE OFFER TO BUY SHARES OF GLOBAL MED’S
CAPITAL STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING AN
OFFER TO PURCHASE AND OTHER RELATED MATERIALS THAT ATLAS ACQUISITION CORP. INTENDS TO FILE WITH THE
SEC. GLOBAL MED WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ONCE FILED,
GLOBAL MED STOCKHOLDERS SHOULD READ ALL OF THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
ONCE FILED, GLOBAL MED STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SEC AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER
MATERIALS OR BY SENDING A WRITTEN REQUEST TO ATLAS ACQUISITION CORP. REQUESTS FOR DOCUMENTS FROM
ATLAS ACQUISITION CORP. OR HAEMONETICS CORPORATION SHOULD BE SUBMITTED IN WRITING TO: HAEMONETICS
CORPORATION, ATTN: INVESTOR RELATIONS, 400 WOOD ROAD, BRAINTREE, MASSACHUSETTS 02184. IN ADDITION,
HAEMONETICS CORPORATION AND GLOBAL MED EACH FILE ANNUAL, QUARTERLY AND OTHER REPORTS WITH THE SEC.
COPIES OF THESE REPORTS OR OTHER SEC FILINGS ARE AVAILABLE FOR FREE AT THE SEC PUBLIC REFERENCE
ROOM AT 100 F STREET, NE, WASHINGTON, DC 20549 AND www.sec.gov.
This communication contains forward-looking statements that involve risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Haemonetics and its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction; management plans relating to the
transaction; the expected timing of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; any statements of the plans, strategies and
objectives of management for future operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of
the transaction may not materialize as expected; that the transaction may not be timely completed,
if at all; that, prior to the completion of the transaction, Global Med’s business may not perform
as expected due to transaction-related uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are described from time to time
in Haemonetics’ and Global Med’s Securities and Exchange Commission reports, including but not
limited to the risks described in Haemonetics’ Annual Report on Form 10-K for its fiscal year ended
March 28, 2009 and Global Med’s Annual Report on Form 10-K for its fiscal year ended December 31,
2008. The foregoing list should not be construed as exhaustive. The forward-looking statements are
based on estimates and assumptions and are believed to be reasonable, though are inherently
uncertain and difficult to predict. Actual results and experience could differ materially from the
forward-looking statements. Haemonetics assumes no obligation and does not intend to update these
forward-looking statements except as required by law.
Exhibit 99.3
 |
Acquisition of Global Med Technologies
Strategic Position Statement
As a global leader in blood management solutions, Haemonetics helps plasma fractionators, hospitals
and blood collectors to improve health care and lower costs by optimizing the collection,
processing, and use of scarce blood resources. The Company’s broad product offering includes blood
collection and separation technologies, surgical blood salvage systems, and diagnostics products
for enhanced blood management in surgery. The Company also markets information technology
platforms and consulting services to help manage the blood supply chain and audit and improve blood
management practices.
While Haemonetics offers selected information technology platforms, our vision is to deliver
increased value to our customers and shareholders by building out an integrated software offering
from the very front end of the blood management process (web-enabled donor recruitment) to the
automated disposition of blood to the patient at the point of care. Global Med is a healthcare
information technology company which markets a breadth of software solutions and services that span
the blood supply continuum. Global Med offers products that complement Haemonetics’ existing
platforms. Specifically, the acquisition of Global Med will fill an important gap by providing
Haemonetics with a Donor Recruitment System, a Cellular Therapy/Tissue Tracking System, a Hospital
Transfusion Information System and an International presence in blood bank and hospital based
transfusion management systems, none of which we have today. Global Med has little or no presence
in the Plasma or Department of Defense verticals or in US based blood bank laboratory information
systems which are strong parts of our existing software business. We believe the acquisition is an
opportunity to accelerate our vision of offering integrated information across the entire blood
supply chain and will complete the suite of products needed to seamlessly manage data from donor to
patient.
With these information technology platforms, hospitals and blood and plasma collectors will be
better able to manage processes across the blood supply chain from donor recruitment and
processing, to blood laboratory processing, to blood distribution to hospitals, and finally to
hospital transfusion management. The integration will offer customers increased opportunity for
operational efficiency, ease of use, lower costs, and process enhancements.
The matrix below defines the various functions within the blood supply chain. The functions
circled in red are the complementary products to be acquired with Global Med.
Investor Information
Page 1 of 4
|
Products
Among its products, Global Med markets a blood donor, donation and blood unit management systems
and a hospital inventory, cross-matching and transfusion tracking system through its Wyndgate
Technologies® subsidiary as well as a donor recruitment management System, eDonor™.
Additionally, Global Med owns Inlog, S.A., a developer of donor center, laboratory information,
tissue management, cellular therapy, compliance management, and transfusion management systems
targeted to European markets. Global Med is a leading brand in all of its markets. Global Med
also enjoys a very good reputation of customer satisfaction, and ranked first amongst its peers on
the Annual KLAS report rating of hospital based transfusion management Laboratory Information
Systems.
In addition to its plasma industry specific products, Haemonetics also markets a mobile drive
resource management system (Hemosphere), a blood laboratory system (Surround™), and a hospital
blood tracking system (BloodTrack®). Haemonetics brings a global reach and
comprehensive portfolio of devices and services that Global Med does not offer.
Taken together with Haemonetics’ existing Software Solutions business, the product lines are highly
complementary. Following the acquisition close, Haemonetics expects to work quickly to integrate
Global Med systems into its overall Blood Management Solutions approach, reducing the cost of care
and improving patient outcomes. Haemonetics will provide support infrastructure for all products
marketed by Global Med and Haemonetics today.
The scale of the combined entities will create a $60 million software organization with greater
resources for product development, an expanded knowledge-base in IT, and more extensive global
reach. Combined, we expect to be an even stronger partner with our customers in delivering best
blood management practices.
The demand for information technology platforms across the blood management supply chain is
approximately $580 million.
Financials
Investor Information
Page 2 of 4
|
Global Med reported $24 million year-to-date revenues as of its third quarter fiscal 2009. Global
Med operates on a license and support fee model, whereby >50% of its total revenues are from
recurring support fees.
Global Med reported $0.05 in earnings per share year-to-date as of its third quarter fiscal 2009.
Under the terms of the agreement, Haemonetics will commence a tender offer to purchase all
outstanding shares of Global Med’s common stock at $1.22 per share and preferred stock at
approximately $1,694 per share. The tender offer is conditioned on the tender of a majority of the
outstanding shares of Global Med’s common and preferred stock. The closing is subject to other
customary conditions. The $60 million estimated net value of the transaction is based on Global
Med’s 49 million diluted common equivalent shares outstanding. Haemonetics will fund the
acquisition from available cash and anticipates that it will continue to have more than $100
million in cash on the balance sheet at fiscal year end. Haemonetics expects the transaction to
close in the first calendar quarter of 2010.
Haemonetics will be prepared to discuss financials in more detail once the transaction closes.
Important, Legally-Required Information
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ATLAS ACQUISITION CORP.’S (A WHOLLY-OWNED
SUBSIDIARY OF HAEMONETICS CORPORATION) TENDER OFFER FOR THE SHARES OF
GLOBAL MED TECHNOLOGIES, INC.’S
CAPITAL STOCK HAS NOT COMMENCED. THE SOLICITATION AND THE OFFER TO BUY SHARES OF GLOBAL MED’S
CAPITAL STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING AN
OFFER TO PURCHASE AND OTHER RELATED MATERIALS THAT ATLAS ACQUISITION CORP. INTENDS TO FILE WITH THE
SEC. GLOBAL MED WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ONCE FILED,
GLOBAL MED STOCKHOLDERS SHOULD READ ALL OF THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
ONCE FILED, GLOBAL MED STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SEC AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER
MATERIALS OR BY SENDING A WRITTEN REQUEST TO ATLAS ACQUISITION CORP. REQUESTS FOR DOCUMENTS FROM
ATLAS ACQUISITION CORP. OR HAEMONETICS CORPORATION SHOULD BE SUBMITTED IN WRITING TO: HAEMONETICS
CORPORATION, ATTN: INVESTOR RELATIONS, 400 WOOD ROAD, BRAINTREE, MASSACHUSETTS 02184. IN ADDITION,
HAEMONETICS CORPORATION AND GLOBAL MED EACH FILE ANNUAL, QUARTERLY AND OTHER REPORTS WITH THE SEC.
COPIES OF THESE REPORTS OR OTHER SEC FILINGS ARE AVAILABLE FOR FREE AT THE SEC PUBLIC REFERENCE
ROOM AT 100 F STREET, NE, WASHINGTON, DC 20549 AND www.sec.gov.
This communication contains forward-looking statements that involve risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Haemonetics and its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction; management plans relating to the
transaction; the expected timing of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; any statements of the plans, strategies and
objectives of management for future operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of
the transaction may not materialize as expected; that the transaction
Investor Information
Page 3 of 4
|
may not be timely completed,
if at all; that, prior to the completion of the transaction, Global Med’s business may not perform
as expected due to transaction-related uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are described from time to time
in Haemonetics’ and Global Med’s Securities and Exchange Commission reports, including but not
limited to the risks described in Haemonetics’ Annual Report on Form 10-K for its fiscal year ended
March 28, 2009 and Global Med’s Annual Report on Form 10-K for its fiscal year ended December 31,
2008. The foregoing list should not be construed as exhaustive. The forward-looking statements are
based on estimates and assumptions and are believed to be reasonable, though are inherently
uncertain and difficult to predict. Actual results and experience could differ materially from the
forward-looking statements. Haemonetics assumes no obligation and does not intend to update these
forward-looking statements except as required by law.
Investor Information
Page 4 of 4
Exhibit 99.4
LETTER TO HAEMONETICS CUSTOMERS
February X, 2010
Dear
Today, Haemonetics and Global Med Technologies announced an agreement under which Haemonetics plans
to acquire Global Med’s global business through the purchase of Global Med’s outstanding shares.
The acquisition is subject to customary closing conditions, including the tender of at least a
majority of the shares of Global Med’s preferred and common stock. We expect the transaction to
close in the first calendar quarter of 2010.
The integration of these two companies is very exciting. As a global leader in blood management
solutions, Haemonetics’ vision is to deliver increased value to our customers by offering a robust,
comprehensive set of software platforms that are integrated from the front end of the blood
management process (blood donations) to the delivery of blood components to the patient.
Global Med is a healthcare information technology company which markets a breadth of software
solutions and services that span the blood supply chain. The acquisition is complementary and will
provide us with information technology platforms that we do not have today: donor recruitment,
cellular therapy and tissue tracking, and transfusion service management for blood centers and
hospitals. We believe the acquisition is an opportunity to accelerate our vision of offering
integrated information across the entire blood supply chain and will complete the suite of products
required to accomplish a seamless data management system from donor to patient.
As important, the integration will offer customers increased opportunity for operational
efficiency, ease of use, and process enhancements. [While some change is inevitable, all current
products will continue to be supported.] This acquisition reinforces our commitment to continually
strengthen our product offerings and provide customers with tools to help them deliver the best
patient care at optimal costs. This acquisition will enhance Haemonetics’ capabilities in
delivering the best blood management practices for our customers.
We hope you see this acquisition as a deepening of our commitment of being the leading provider of
blood management solutions for our customers – solutions that deliver improved clinical care while
reducing overall costs.
Best regards,
XYZ
Important, Legally-Required Information
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ATLAS ACQUISITION CORP.’S (A WHOLLY-OWNED
SUBSIDIARY OF HAEMONETICS CORPORATION) TENDER OFFER FOR THE SHARES OF
GLOBAL MED TECHNOLOGIES, INC.’S
CAPITAL STOCK HAS NOT COMMENCED. THE SOLICITATION AND THE OFFER TO BUY SHARES OF GLOBAL MED’S
CAPITAL STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING AN
OFFER TO PURCHASE AND OTHER RELATED MATERIALS THAT ATLAS ACQUISITION CORP. INTENDS TO FILE WITH THE
SEC. GLOBAL MED WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ONCE FILED,
GLOBAL MED STOCKHOLDERS SHOULD READ ALL OF THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
ONCE FILED, GLOBAL MED STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SEC AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER
MATERIALS OR BY SENDING A WRITTEN REQUEST TO ATLAS ACQUISITION CORP. REQUESTS FOR DOCUMENTS FROM
ATLAS ACQUISITION CORP. OR HAEMONETICS CORPORATION SHOULD BE SUBMITTED IN WRITING TO: HAEMONETICS
CORPORATION, ATTN: INVESTOR RELATIONS, 400 WOOD ROAD, BRAINTREE, MASSACHUSETTS 02184. IN ADDITION,
HAEMONETICS CORPORATION AND GLOBAL MED EACH FILE ANNUAL, QUARTERLY AND OTHER REPORTS WITH THE SEC.
COPIES OF THESE REPORTS OR OTHER SEC FILINGS ARE AVAILABLE FOR FREE AT THE SEC PUBLIC REFERENCE
ROOM AT 100 F STREET, NE, WASHINGTON, DC 20549 AND www.sec.gov.
This communication contains forward-looking statements that involve risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Haemonetics and its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction; management plans relating to the
transaction; the expected timing of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; any statements of the plans, strategies and
objectives of management for future operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of
the transaction may not materialize as expected; that the transaction may not be timely completed,
if at all; that, prior to the completion of the transaction, Global Med’s business may not perform
as expected due to transaction-related uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are described from time to time
in Haemonetics’ and Global Med’s Securities and Exchange Commission reports, including but not
limited to the risks described in Haemonetics’ Annual Report on Form 10-K for its fiscal year ended
March 28, 2009 and Global Med’s Annual Report on Form 10-K for its fiscal year ended December 31,
2008. The foregoing list should not be construed as exhaustive. The forward-looking statements are
based on estimates and assumptions and are believed to be reasonable, though are inherently
uncertain and difficult to predict. Actual results and experience could differ materially from the
forward-looking statements. Haemonetics assumes no obligation and does not intend to update these
forward-looking statements except as required by law.
Exhibit 99.5
CUSTOMER TALKING POINTS
About the Acquisition Process
| • | On February 1, 2010 Haemonetics and Global Med announced Haemonetics’ plans to acquire Global Med’s global business through the purchase of Global Med’s outstanding shares |
| • | Subject to customary closing conditions, including the tender of at least a majority of the shares of Global Med’s preferred and common stock |
| • | Acquisition is expected to close in first calendar quarter 2010 |
“Let me tell you about Haemonetics”
| • | A global leader in blood management solutions |
| • | Integrated device, IT, and service offerings into a comprehensive blood management solutions offering to help manage the blood supply chain and improve blood management practices |
| • | Devices include blood component collection technologies, surgical blood salvage systems, diagnostics products for enhanced blood management both during and after surgery and software enabled refrigerators for the automated disposition of blood components at the point of care |
| • | Blood management solutions can improve health care and lower costs by optimizing the collection, processing, and use of scarce blood resources |
“Let me tell you about Global Med”
| • | Transfusion industry information technology company |
| • | Software and services span the blood supply chain and include a blood donor and donation and blood unit management system, a donor recruitment management system, and a hospital inventory, cross-matching and transfusion tracking system |
| • | European presence through its Inlog S.A. subsidiary |
| • | A leader in the European and North American transfusion software markets |
“Why are you acquiring Global Med”
| • | Vision to offer a robust, comprehensive set of software platforms that will be integrated from the front end of the blood management process (blood donations) to the delivery of blood components to the patient | |
| • | Global Med’s software is complementary to our current offerings: |
| o | donor recruitment | ||
| o | cellular therapy and tissue tracking | ||
| o | transfusion service management for blood centers and hospitals |
| • | Acquisition accelerates our vision of offering complete suite of products required to accomplish an integrated data management system from donor to patient | |
| • | With Global Med, we can enable blood collection customers, hospital transfusion services and point-of-care professionals to achieve greater efficiency in managing their businesses, providing better economic and clinical outcomes, and maintaining regulatory compliance. In short, our aim is to help our customers in delivering best blood management practices. |
“Why do you want to join Haemonetics”
| • | Common strategy to provide blood management tools to hospitals and blood centers that can help improve patient care and reduce costs |
| • | Global Med brings a broad information technology platform offering that spans the blood supply chain; Haemonetics brings devices, software, and consulting services for optimal blood management with the blood center and hospital markets |
| • | Haemonetics brings global reach, strong sales force in blood banks and hospitals, and resources |
| • | Together, we can help our customers improve efficiencies and achieve improved economic and clinical outcomes in delivering best blood management practices |
“How will this impact me”
| • | Merger is great for the transfusion industry |
| • | We intend to integrate information technology platforms across the blood supply chain from donor to patient |
| • | Increased opportunity for operational efficiency, ease of use, and process enhancements |
| • | Both companies have a strong reputation for industry leadership and customer satisfaction |
| • | Combined companies will have significant resources and expertise to continue to devote to servicing our customers, as well as to support existing platforms and new platform development |
| • | We will continue to support existing platforms |
“How will this impact me” (plasma customer)
| • | No direct impact to plasma customers |
| • | We will continue to stay focused on our plasma customer and their individual goals/objectives; we have made a number of investments in improving our customer focus and these will continue |
| • | Global Med’s information technology platforms used in blood banks and do not overlap plasma platforms |
| • | Acquisition enhances our expertise in software development and gives further exposure to information management in transfusion medicine |
| • | Leverage this expertise going forward as we develop next generation plasma platforms |
Important, Legally-Required Information
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. ATLAS ACQUISITION CORP.’S (A WHOLLY-OWNED
SUBSIDIARY OF HAEMONETICS CORPORATION) TENDER OFFER FOR THE SHARES OF
GLOBAL MED TECHNOLOGIES, INC.’S
CAPITAL STOCK HAS NOT COMMENCED. THE SOLICITATION AND THE OFFER TO BUY SHARES OF GLOBAL MED’S
CAPITAL STOCK WILL ONLY BE MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING AN
OFFER TO PURCHASE AND OTHER RELATED MATERIALS THAT ATLAS ACQUISITION CORP. INTENDS TO FILE WITH THE
SEC. GLOBAL MED WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ONCE FILED,
GLOBAL MED STOCKHOLDERS SHOULD READ ALL OF THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS
WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
ONCE FILED, GLOBAL MED STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE
AT THE WEBSITE OF THE SEC AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER
MATERIALS OR BY SENDING A WRITTEN REQUEST TO ATLAS
ACQUISITION CORP. REQUESTS FOR DOCUMENTS FROM ATLAS ACQUISITION CORP. OR HAEMONETICS CORPORATION
SHOULD BE SUBMITTED IN WRITING TO: HAEMONETICS CORPORATION, ATTN: INVESTOR RELATIONS, 400 WOOD
ROAD, BRAINTREE, MASSACHUSETTS 02184. IN ADDITION, HAEMONETICS CORPORATION AND GLOBAL MED EACH
FILE ANNUAL, QUARTERLY AND OTHER REPORTS WITH THE SEC. COPIES OF THESE REPORTS OR OTHER SEC
FILINGS ARE AVAILABLE FOR FREE AT THE SEC PUBLIC REFERENCE ROOM AT 100 F STREET, NE, WASHINGTON, DC
20549 AND www.sec.gov.
This communication contains forward-looking statements that involve risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Haemonetics and its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and assumptions. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction; management plans relating to the
transaction; the expected timing of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; any statements of the plans, strategies and
objectives of management for future operations, including the execution of integration plans; any
statements of expectation or belief; and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of
the transaction may not materialize as expected; that the transaction may not be timely completed,
if at all; that, prior to the completion of the transaction, Global Med’s business may not perform
as expected due to transaction-related uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are described from time to time
in Haemonetics’ and Global Med’s Securities and Exchange Commission reports, including but not
limited to the risks described in Haemonetics’ Annual Report on Form 10-K for its fiscal year ended
March 28, 2009 and Global Med’s Annual Report on Form 10-K for its fiscal year ended December 31,
2008. The foregoing list should not be construed as exhaustive. The forward-looking statements are
based on estimates and assumptions and are believed to be reasonable, though are inherently
uncertain and difficult to predict. Actual results and experience could differ materially from the
forward-looking statements. Haemonetics assumes no obligation and does not intend to update these
forward-looking statements except as required by law.