sctovtza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 6)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL MED TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
Atlas Acquisition Corp.
Haemonetics Corporation
(Names of Filing Persons (Offerors))
Common Stock, $0.01 par value per share, and
Series A Convertible Preferred Stock, $0.01 par value per share
(Title of Class of Securities)
37935E101
(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
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
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James S. OShaughnessy, Esq.
General Counsel
Haemonetics Corporation
400 Wood Road
Braintree, Massachusetts 02184
(781) 848-7100
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Lisa R. Haddad, Esq.
Goodwin Procter LLP
53 State Street
Boston, Massachusetts 02109
(617) 570-1000 |
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
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$73,386,833.94
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$5,233 |
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* |
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Estimated solely for purposes of calculating amount of filing fee in
accordance with Rule 0-11 under the Securities Exchange Act of 1934,
as amended (the Exchange Act). The transaction value is based upon
the offer to purchase up to 54,653,157 shares of Common Stock of
Global Med Technologies, Inc. at a purchase price of $1.22 cash per
share and 3,960 shares of Series A Convertible Preferred Stock at a
purchase price of $1,694.44 cash per share. Such number of shares of
Common Stock represents the total of 38,160,594 issued and outstanding
shares of Common Stock, outstanding options with respect to 6,420,271
shares of Common Stock, and outstanding warrants with respect to
10,072,292 shares of Common Stock, in each case as of February 18,
2010. Such number of shares of Series A Convertible Preferred Stock
represents all issued and outstanding shares of Series A Convertible
Preferred Stock as of February 18, 2010. |
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** |
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The amount of the filing fee, calculated in accordance with Rule 0-11
of the Exchange Act, equals 0.00007130 of the transaction valuation. |
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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 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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$5,233 |
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Filing Party: |
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Haemonetics Corporation and Atlas Acquisition Corp. |
Form or Registration No.: |
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Schedule TO |
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Date Filed: |
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February 19, 2010 |
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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:
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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: þ |
This Amendment No. 6 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission (the SEC) on February 19, 2010, as
amended by those certain Amendment Nos. 1, 2, 3, 4 and 5 to the Schedule TO filed with the SEC on
each of February 25, 2010, March 9, 2010, March 11, 2010, March 18, 2010, and March 25, 2010,
respectively (as so amended, the Schedule TO). The Schedule TO relates to the offer by Atlas
Acquisition Corp., a Colorado corporation (Acquisition Corp.) and a direct wholly-owned
subsidiary of Haemonetics Corporation, a Massachusetts corporation (Haemonetics), to purchase all
of the outstanding shares of common stock, $0.01 par value per share (the Common Shares), of
Global Med Technologies, Inc., a Colorado corporation (Global Med), at a purchase price of $1.22
per Common Share, net to the seller in cash, without interest thereon, less any applicable
withholding taxes, and to purchase all of the outstanding shares of Global Meds Series A
Convertible Preferred Stock, $0.01 par value per share (the Preferred Shares, and together with
the Common Shares, the Shares), at a purchase price of $1,694.44 per Preferred Share, net to the
seller in cash, without interest thereon, less any applicable withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated February 19, 2010, as amended
and supplemented (the Offer to Purchase), and in the related Letter of Transmittal for the
Preferred Shares and the Letter of Transmittal for the Common Shares (each, as the context
requires, the Letter of Transmittal), which, together with any amendments or supplements thereto,
collectively constitute the Offer. This Amendment is being filed on behalf of Acquisition Corp.
and Haemonetics.
The information set forth in the Offer to Purchase, including Annex I thereto, the Letter of
Transmittal for the Common Shares and the Letter of Transmittal for the Preferred Shares, copies of
which are filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C) thereto,
respectively, is incorporated by reference in the answers to Items 1 through 9 and Item 11 of the
Schedule TO and this Amendment, as applicable, and is supplemented by the information specifically
provided in the Schedule TO and this Amendment.
Except as specifically provided herein, this Amendment does not modify any of the information
previously reported on the Schedule TO. You should read this Amendment together with the Schedule
TO and the information incorporated therein. Capitalized terms used and not otherwise defined in
this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the
Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented to include the
following:
At 12:00 midnight, Boston, Massachusetts time, on March 31, 2010, the subsequent offering
period expired and was not extended, marking the conclusion of the Offer. Based on the information
provided by the Depositary to Haemonetics, as of the expiration of the subsequent offering period,
3,960 Preferred Shares and approximately 34,398,052 Common Shares had been tendered in and not
withdrawn from the Offer (including the Shares tendered during the subsequent offering period).
These tendered Shares constituted 100% of the Preferred Shares outstanding and approximately 89.7%
of the Common Shares outstanding. Acquisition Corp. has accepted for payment all Shares validly
tendered.
Pursuant to the terms of the Merger Agreement, Acquisition Corp. will exercise the Top-Up
Option to purchase directly from Global Med 1,036,776 Common Shares.
These Common Shares represent the number of Common Shares that, when added
to the number of Common Shares owned by Acquisition Corp. as of immediately prior to the exercise
of the Top-Up Option, constitute one share more than 90% of the outstanding Common Shares,
taking into account those Common Shares issued upon the exercise of the Top-Up Option, at a price
per share equal to the Common Stock Offer Price.
Haemonetics will complete its acquisition of Global Med by merging Acquisition Corp. with and
into Global Med by way of a short form merger, without a vote or meeting of the stockholders of
Global Med in accordance with the applicable provisions of Colorado law. In the Merger, all
remaining publicly-held Common Shares (other than Common Shares as to which dissenters rights are
validly exercised and perfected under applicable Colorado law) will be converted into the right to
receive $1.22 per Common Share, net to the holder in cash, without interest and less any applicable
withholding taxes, representing the same price paid in the Offer. Under Colorado law, Haemonetics
is required to give ten days prior notice of the Merger to the remaining
stockholders of Global Med, and expects to complete the Merger promptly thereafter. Following
the Merger, Global Med will become a wholly-owned subsidiary of Haemonetics, and the Common Shares
will no longer be eligible for quotation on the OTC Bulletin Board.
On April 1, 2010, Haemonetics and Acquisition Corp. issued a press release announcing the
conclusion of the Offer. The full text of the press release is set forth as Exhibit (a)(5)(D)
hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and restated in its entirety as follows:
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(a)(1)(A)* |
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Offer to Purchase, dated February 19, 2010. |
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(a)(1)(B)* |
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Form of Letter of Transmittal for Common Shares. |
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(a)(1)(C)* |
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Form of Letter of Transmittal for Preferred Shares. |
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(a)(1)(D)* |
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Form of Notice of Guaranteed Delivery for Common Shares. |
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(a)(1)(E)* |
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Form of Notice of Guaranteed Delivery for Preferred Shares. |
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(a)(1)(F)* |
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Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. |
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(a)(1)(G)* |
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Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and
Other Nominees. |
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(a)(1)(H)* |
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Summary Advertisement published in the Wall Street Journal on February 19, 2010. |
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(a)(5)(A)* |
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Joint Press Release issued by Haemonetics and Global Med, dated February 1, 2010
(incorporated herein by reference to Exhibit 99.1 to the Tender Offer Statement on
Schedule TO filed by Haemonetics on February 1, 2010). |
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(a)(5)(B)* |
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Press Release issued by Haemonetics and Acquisition Corp. on March 18, 2010. |
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(a)(5)(C)* |
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Press Release issued by Haemonetics and Acquisition Corp. on March 25, 2010. |
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(a)(5)(D) |
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Press Release issued by Haemonetics and Acquisition Corp. on April 1, 2010. |
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(b) |
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None. |
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(d)(1)* |
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Agreement and Plan of Merger, dated as of January 31, 2010, by and among
Haemonetics, Acquisition Corp. and Global Med (incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K filed by Global Med with the SEC on February 2, 2010). |
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(d)(1)(A)* |
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Amendment No. 1 to Agreement and Plan of Merger, dated as of March 17, 2010, by and
among Haemonetics, Acquisition Corp. and Global Med. |
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(d)(2)(A)* |
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Tender and Support Agreement, dated as of January 31, 2010, by and among
Haemonetics, Acquisition Corp. and each of Michael I. Ruxin and Thomas F. Marcinek. |
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(d)(2)(B)* |
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Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics,
Acquisition Corp. and Victory Park Special Situations Master Fund Ltd. |
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(d)(3)(A)* |
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Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and
Michael I. Ruxin. |
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(d)(3)(B)* |
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Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and
Thomas F. Marcinek. |
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(d)(4)* |
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Confidentiality Agreement, dated as of March 30, 2009, by and between Haemonetics
and Global Med. |
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(d)(5)* |
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Letter agreement, dated December 2, 2009, by and between Global Med and Haemonetics. |
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(d)(6)* |
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Letter agreement, dated January 25, 2010, by and between Global Med and Haemonetics. |
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(g) |
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None. |
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(h) |
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None. |
SIGNATURES
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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HAEMONETICS CORPORATION
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Dated: April 1, 2010 |
By: |
/s/ Christopher J. Lindop
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Name: |
Christopher J. Lindop |
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Title: |
Chief Financial Officer and Vice
President Business Development |
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ATLAS ACQUISITION CORP.
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Dated: April 1, 2010 |
By: |
/s/ James S. OShaughnessy
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Name: |
James S. OShaughnessy |
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Title: |
Secretary |
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EXHIBIT INDEX
The Exhibit Index is hereby amended and restated in its entirety as follows:
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(a)(1)(A)* |
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Offer to Purchase, dated February 19, 2010. |
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(a)(1)(B)* |
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Form of Letter of Transmittal for Common Shares. |
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(a)(1)(C)* |
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Form of Letter of Transmittal for Preferred Shares. |
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(a)(1)(D)* |
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Form of Notice of Guaranteed Delivery for Common Shares. |
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(a)(1)(E)* |
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Form of Notice of Guaranteed Delivery for Preferred Shares. |
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(a)(1)(F)* |
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Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. |
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(a)(1)(G)* |
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Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and
Other Nominees. |
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(a)(1)(H)* |
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Summary Advertisement published in the Wall Street Journal on February 19, 2010. |
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(a)(5)(A)* |
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Joint Press Release issued by Haemonetics and Global Med, dated February 1, 2010
(incorporated herein by reference to Exhibit 99.1 to the Tender Offer Statement on
Schedule TO filed by Haemonetics on February 1, 2010). |
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(a)(5)(B)* |
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Press Release issued by Haemonetics and Acquisition Corp. on March 18, 2010. |
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(a)(5)(C)* |
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Press Release issued by Haemonetics and Acquisition Corp. on March 25, 2010. |
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(a)(5)(D) |
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Press Release issued by Haemonetics and Acquisition Corp. on April 1, 2010. |
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(b) |
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None. |
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(d)(1)* |
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Agreement and Plan of Merger, dated as of January 31, 2010, by and among
Haemonetics, Acquisition Corp. and Global Med (incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K filed by Global Med with the SEC on February 2, 2010). |
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(d)(1)(A)* |
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Amendment No. 1 to Agreement and Plan of Merger, dated as of March 17, 2010, by and
among Haemonetics, Acquisition Corp. and Global Med. |
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(d)(2)(A)* |
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Tender and Support Agreement, dated as of January 31, 2010, by and among
Haemonetics, Acquisition Corp. and each of Michael I. Ruxin and Thomas F. Marcinek. |
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(d)(2)(B)* |
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Tender and Support Agreement, dated as of January 31, 2010, by and among Haemonetics,
Acquisition Corp. and Victory Park Special Situations Master Fund Ltd. |
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(d)(3)(A)* |
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Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and
Michael I. Ruxin. |
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(d)(3)(B)* |
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Employment Agreement, dated as of January 31, 2010, by and between Haemonetics and
Thomas F. Marcinek. |
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(d)(4)* |
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Confidentiality Agreement, dated as of March 30, 2009, by and between Haemonetics
and Global Med. |
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(d)(5)* |
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Letter agreement, dated December 2, 2009, by and between Global Med and Haemonetics. |
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(d)(6)* |
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Letter agreement, dated January 25, 2010, by and between Global Med and Haemonetics. |
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(g) |
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None. |
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(h) |
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None. |
exv99waw5wd
Exhibit
(a)(5)(D)
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FOR RELEASE |
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CONTACT: |
Date: April 1, 2010
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Bryanne Salmon |
Time: 7:00 am Eastern
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Tel. (781) 356-9613 |
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bsalmon@haemonetics.com |
Haemonetics Successfully Concludes Tender Offer for Global Med Shares
Braintree, MA, April 1, 2010 Haemonetics Corporation (NYSE:HAE) today announced the expiration
of the subsequent offering period for the cash tender offer by its wholly-owned subsidiary Atlas
Acquisition Corp. for Global Med Technologies, Inc.s (OTCBB:GLOB) outstanding shares of common
stock, at $1.22 per share, and preferred stock, at $1,694.44 per share. The subsequent offering
period expired at 12:00 midnight, Boston, Massachusetts time, on March 31, 2010.
The depositary for the tender offer has advised Haemonetics that, as of the expiration of the
subsequent offering period, 3,960 shares of preferred stock and approximately 34,398,052 shares of
common stock had been validly tendered (including those tendered during the subsequent offering
period). These tendered shares constituted 100% of the outstanding shares of preferred stock and
approximately 89.7% of the outstanding shares of common stock. Haemonetics has accepted for payment
all shares tendered in the offer.
Haemonetics intends to complete the acquisition of Global Med by merging Atlas Acquisition Corp.
into Global Med without a vote of Global Meds stockholders by way of a short form merger. In
order to accomplish the merger, Atlas Acquisition Corp. will exercise its top-up option pursuant
to the previously announced merger agreement, which permits it to purchase additional shares of
Global Meds common stock directly from Global Med at a price of $1.22 per share. In the merger,
all remaining publicly-held shares of Global Meds common stock (other than shares as to which
dissenters rights are validly exercised and perfected under applicable Colorado law) will be
converted into the right to receive the same $1.22 per share paid in the tender offer. Following
the merger, Global Med will become a wholly-owned subsidiary of Haemonetics, and Global Meds
common stock will no longer be eligible for quotation on the OTC Bulletin Board.
Safe Harbor
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 ability to complete the merger and other transactions contemplated by the
above-described merger agreement, and the related timing of such events; the expected benefits and
costs of the transaction; management plans relating to the transaction; 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; that the transaction may not be timely
completed; that, prior to the completion of the transaction, Global Meds 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 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. 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.
Haemonetics Corporation 400 Wood Road Braintree, MA 02184 USA