- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
07 11월 2009 - 1:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
LIFE SCIENCES RESEARCH, INC.
(Name of the Issuer)
LIFE SCIENCES RESEARCH, INC.
LION HOLDINGS, INC.
LION MERGER CORP.
LAB HOLDINGS LLC
ANDREW H. BAKER
FOCUSED HEALTHCARE PARTNERS, L.L.C.
(Names of Persons Filing Statement)
VOTING COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
532169109
(CUSIP Number of Class of Securities)
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Mark L. Bibi
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Andrew H. Baker
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Secretary and General Counsel
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401 Hackensack Avenue,
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Life Sciences Research, Inc.
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Hackensack, NJ 07601
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PO Box 2360, Mettlers Road,
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(732) 649-9961
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East Millstone NJ 08875-2360
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(732) 649-9961
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(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a.
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The filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3 under the Securities Exchange Act of 1934.
b.
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The filing of a registration statement under the Securities Act of 1933.
c.
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A tender offer.
d.
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None of the above.
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation of Filing Fee
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Transaction Valuation *
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Amount of Filing Fee **
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$103,281,626.70
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$5,763.12
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*
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The transaction valuation was determined based upon the sum of: (a) $8.50 per each of
11,022,979 shares of the voting common stock of Life Sciences Research, Inc. (excluding shares
owned by Lion Holdings Inc., Lion Merger Corp. or any direct or indirect wholly owned
subsidiary of Lion Holdings, Inc., which includes 2,326,116 shares to be directly or
indirectly contributed to Lion Holdings, Inc. by Andrew H. Baker and Focused Healthcare
Partners, L.L.C., an entity controlled by Mr. Baker); (b) $8.50 minus the weighted average
exercise price of $2.12 per each of 797,540 shares of the voting common stock issuable
pursuant to outstanding in the money stock options (excluding in the money options to be
contributed by Mr. Baker to Lion Holdings, Inc.); and (c) $8.50 minus the weighted average
exercise price of $1.58 per each of 650,000 shares of the voting common stock issuable
pursuant to outstanding in the money warrants.
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**
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In accordance with Securities and Exchange Commission Fee Rate Advisory #5 for Fiscal Year
2009, the filing fee was determined by multiplying the transaction value of $103,281,626.70 by
0.00005580.
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þ
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Check the box if any part of the fee is offset as provided by
Exchange Act 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:
$5,763.12
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Filing Party:
Life Sciences Research, Inc.
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Form or Registration No.
Schedule 14A
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Date Filed:
August 11, 2009
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the
exhibits hereto (this Amendment), is being filed with the Securities and Exchange Commission by
(1) Life Sciences Research, Inc., the issuer of the shares of voting common stock which are subject
to the Rule 13e-3 transaction (the Company), (2) Lion Holdings, Inc., a newly formed Delaware
corporation ( Parent), (3) Lion Merger Corp., a newly formed Maryland corporation and a direct
wholly owned subsidiary of Parent (Merger Sub), (4) LAB Holdings LLC, a newly formed Delaware
limited liability company, (5) Andrew H. Baker, the Chairman and Chief Executive Officer of the
Company and (6) Focused Healthcare Partners, L.L.C., a New Jersey limited liability company (the
persons and entities described in (1) (6) above, collectively, the Filing Persons). This
Amendment amends the Transaction Statement, together with the exhibits thereto, originally filed
jointly by the Filing Persons with the SEC on August 11, 2009 and as amended to date (the
Transaction Statement).
This Amendment and the Transaction Statement relate to the Agreement and Plan of Merger dated
as of July 8, 2009, among Parent, Merger Sub and the Company, as amended by Amendment No. 1 to
Agreement and Plan of Merger, dated as of October 20, 2009, among Parent, Merger Sub and the
Company (as so amended, the Merger Agreement). The Merger Agreement provides that, upon the terms
and subject to the conditions contained therein, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation of the merger.
On October 28, 2009, the Company filed with the Securities and Exchange Commission a
definitive proxy statement (the Proxy Statement) under Regulation 14A of the Securities Exchange
Act of 1934, as amended (the Exchange Act), relating to the special meeting of the Companys
stockholders at which the Companys stockholders will consider and vote upon a proposal to approve
the merger. A copy of the Proxy Statement is incorporated by reference herein as Exhibit (a)(3).
Only those items amended are reported in this Amendment. Except as specifically provided
herein, the information contained in the Transaction Statement remains unchanged and this Amendment
does not modify any of the information previously reported on the Transaction Statement.
Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in
the Proxy Statement.
The information contained in this Amendment and the Proxy Statement concerning the Company was
supplied by the Company and no other Filing Person takes responsibility for the accuracy of such
information. The information contained in this Amendment and the Proxy Statement concerning any
other Filing Person was supplied by such Filing Person and no other Filing Person takes
responsibility for the accuracy of such information.
The filing of this Amendment shall not be construed as an admission by any Filing Person, or
by any affiliate of a Filing Person, that the Company is controlled by any Filing Person or that
any Filing Person is an affiliate of the Company within the meaning of Exchange Act Rule 13e-3.
Item 16. Exhibits
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(a)(1) Letter to Stockholders from Mark L. Bibi, the Secretary and General Counsel of the
Company, incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by the Company on October 28, 2009.
(a)(2) Notice of Special Meeting of Stockholders, incorporated herein by reference to the
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by the Company on
October 28, 2009.
(a)(3) Proxy Statement of Life Sciences Research, Inc., incorporated herein by reference to
the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by the
Company on October 28, 2009.
(a)(4) Letter, dated March 3, 2009, from Andrew H. Baker to the Board of Directors of the
Company, incorporated herein by reference to the Current Report on Form 8-K filed with the
Securities and Exchange Commission by the Company on March 4, 2009.
(a)(5) Letter to Stockholders from Mark. L. Bibi, the Secretary and General Counsel of the
Company, dated November 6, 2009, incorporated herein by reference to the Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission by the Company on November 6, 2009.
(a)(6) Press release issued by Life Sciences Research, Inc. dated November 6, 2009,
incorporated herein by reference to the Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission by the Company on November 6, 2009.
(b)(1) Debt Financing Commitment Letter, dated July 8, 2009, addressed to Parent from Progress
Funding. *
(b)(2) Debt Financing Commitment Letter, dated July 8, 2009, addressed to Parent from Anchor
Sub Funding S.àr.l. *
(b)(3) Assignment and Assumption of Loan Commitment, dated as of October 1, 2009. *, ***
(b)(4) Assignment and Assumption Agreement, dated as of October 13, 2009. *, ***
(b)(5) Assignment and Acceptance, dated September 25, 2009. *, ***
(b)(6) Assignment and Acceptance, dated October 13, 2009. *, ***
(c)(1) Financial analysis materials prepared by Plymouth Partners LLC in connection with its
presentation to the Special Committee of the Companys Board of Directors on July 7, 2009. *, ***
(c)(2) Opinion of Plymouth Partners LLC, dated July 7, 2009, incorporated herein by reference
to Appendix B of the Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission by the Company on October 28, 2009.
(c)(3) Financing Agreement, dated March 1, 2006. *, ***
(c)(4) Equity Financing Commitment Letter, dated July 8, 2009, addressed to Parent from LAB
Holdings LLC. *
(d)(1) Agreement and Plan of Merger, dated as of July 8, 2009, among Parent, Merger Sub and
the Company, incorporated herein by reference to Appendix A of the Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission by the Company on October 28, 2009.
(d)(2) Limited Guaranty, dated as of July 8, 2009, by LAB Holdings LLC in favor of the
Company. *
(d)(3) Amendment No. 1 to Agreement and Plan of Merger, dated as of October 20, 2009, among
Parent, Merger Sub and the Company, incorporated herein by reference to Appendix A-1 of the Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission by the Company on
October 28, 2009.
(f) Not applicable.
(g) Not Applicable.
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*
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Previously filed.
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***
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Material has been omitted pursuant to a request for confidential treatment and filed
separately with the SEC.
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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.
Dated: November 6, 2009
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LIFE SCIENCES RESEARCH, INC.
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By:
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/s/ Mark L. Bibi
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Name:
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Mark L. Bibi
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Title:
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Secretary and General Counsel
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LION HOLDINGS, INC.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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LION MERGER CORP.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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LAB HOLDINGS LLC
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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/s/ Andrew H. Baker
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Andrew H. Baker
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FOCUSED HEALTHCARE PARTNERS, L.L.C.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)
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Letter to Stockholders from Mark L. Bibi, the Secretary and General Counsel of
Life Sciences Research, Inc., incorporated herein by reference to the Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission by
Life Sciences Research, Inc. on October 28, 2009.
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(a)(2)
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Notice of Special Meeting of Stockholders, incorporated herein by reference to
the Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission by Life Sciences Research, Inc. on October 28, 2009.
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(a)(3)
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Proxy Statement of Life Sciences Research, Inc., incorporated herein by
reference to the Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission by Life Sciences Research, Inc. on October 28, 2009.
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(a)(4)
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Letter, dated March 3, 2009, from Andrew H. Baker to the Board of Directors of
Life Sciences Research, Inc., incorporated herein by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission by Life
Sciences Research, Inc. on March 4, 2009.
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(a)(5)
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Letter to Stockholders from Mark. L. Bibi, the Secretary and General Counsel of
the Company, dated November 6, 2009, incorporated herein by reference to the
Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission by the Company on November 6, 2009.
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(a)(6)
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Press release issued by Life Sciences Research, Inc. dated November 6, 2009,
incorporated herein by reference to the Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission by the Company on November 6, 2009.
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(b)(1)
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Debt Financing Commitment Letter, dated July 8, 2009, addressed to Lion
Holdings, Inc. from Progress Funding. *
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(b)(2)
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Debt Financing Commitment Letter, dated July 8, 2009, addressed to Lion
Holdings, Inc. from Anchor Sub Funding S.àr.l. *
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(b)(3)
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Assignment and Assumption of Loan Commitment, dated as of October 1, 2009. *, ***
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(b)(4)
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Assignment and Assumption Agreement, dated as of October 13, 2009. *, ***
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(b)(5)
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Assignment and Acceptance, dated September 25, 2009. *, ***
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(b)(6)
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Assignment and Acceptance, dated October 13, 2009. *, ***
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(c)(1)
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Financial analysis materials prepared by Plymouth Partners LLC in connection
with its presentation to the Special Committee of the Board of Directors of Life
Sciences Research, Inc. on July 7, 2009. *, ***
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(c)(2)
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Opinion of Plymouth Partners LLC, dated July 7, 2009, incorporated herein by
reference to Appendix B of the Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by Life Sciences Research, Inc. on October
28, 2009.
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(c)(3)
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Financing Agreement, dated March 1, 2006. *, ***
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(c)(4)
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Equity Financing Commitment Letter, dated July 8, 2009, addressed to Parent from
LAB Holdings LLC. *
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(d)(1)
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Agreement and Plan of Merger, dated as of July 8, 2009, among Lion Holdings,
Inc., Lion Merger Corp. and Life Sciences Research, Inc., incorporated herein by
reference to Appendix A of the Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission by Life Sciences Research, Inc. on October
28, 2009.
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Exhibit No.
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Description
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(d)(2)
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Limited Guaranty, dated as of July 8, 2009, by LAB Holdings LLC in favor of Life
Sciences Research, Inc. *
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(d)(3)
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Amendment No. 1 to Agreement and Plan of Merger, dated as of October 20, 2009,
among Lion Holdings, Inc., Lion Merger Corp. and Life Sciences Research, Inc.,
incorporated herein by reference to Appendix A-1 of the Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission by Life Sciences
Research, Inc. on October 28, 2009.
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(f)
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Not Applicable.
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(g)
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Not Applicable.
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*
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Previously filed.
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***
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Material has been omitted pursuant to a request for confidential treatment and filed
separately with the SEC.
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Life Sciences Research (NYSE:LSR)
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