sctovt
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
OPTION CARE, INC.
(Name of Subject
Company)
BISON ACQUISITION SUB INC.,
a wholly owned
subsidiary of
WALGREEN CO.
(Names of Filing
Persons (Offerors))
Common Stock, par value $0.01 per share
((Title of Class of
Securities)
683948103
(CUSIP Number of Common
Stock)
Dana Ione Green, Esq.
Walgreen Co.
200 Wilmot Road
Deerfield, IL 60015
Telephone: (847) 940-2500
(Name, address and telephone
number of person authorized
to receive notices and
communications on behalf of filing persons)
with copies to:
Andrew R. Brownstein, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Telephone: (212) 403-1000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$766,950,333
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$24,000
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*
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Estimated for purposes of calculating the amount of the filing
fee only, in accordance with
Rule 0-11(d)
under the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The transaction valuation was
calculated by adding the sum of (1) the offer price of
$19.50 per share multiplied by 34,590,613, shares of common
stock, par value $0.01 per share (“Shares”), of Option
Care, Inc. (“OCI”) outstanding as of July 13,
2007, (2) $19.50 minus the weighted average exercise price
of outstanding options to acquire Shares of $9.14 multiplied by
3,277,401, the number of outstanding options as of July 13,
2007, (3) $19.50 multiplied by 134,654, the number of
Shares issued on July 17, 2007 pursuant to OCI’s
employee stock purchase plan, (4) $19.50 multiplied by
70,483, the number of additional Shares issuable in connection
with OCI’s 2001 employee stock purchase plan, and
(5) $54,479,334 in respect of Shares issuable upon
conversion of OCI’s convertible senior notes due 2024.
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The amount of the filing fee, calculated in accordance with
Section 13(e) of the Exchange Act, equals $30.70 per
million 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 by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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
TABLE OF CONTENTS
This Tender Offer Statement on Schedule TO is filed by Walgreen
Co., an Illinois corporation (“Walgreens”), and Bison
Acquisition Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Walgreens (“Offeror”). This Schedule TO
relates to the offer by Offeror to purchase all of the
outstanding shares of common stock, par value $0.01 per share
(the “Shares”), of Option Care, Inc., a Delaware
corporation (“OCI”), for $19.50 per Share net to the
seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated July 17, 2007 (the
“Offer to Purchase”), and in the related Letter of
Transmittal, copies of which are attached to this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together
with any amendments or supplements to the Offer to Purchase and
the Letter of Transmittal, collectively constitute the
“Offer”). Pursuant to General Instruction F to
Schedule TO, the information contained in the Offer to Purchase,
including all schedules and annexes to the Offer to Purchase, is
hereby expressly incorporated in this Schedule TO by reference
in response to items 1 through 9 and item 11 of this Schedule TO
and is supplemented by the information specifically provided for
in this Schedule TO.
The Agreement and Plan of Merger, dated as of July 2, 2007,
by and among Walgreens, Offeror and OCI (the “Merger
Agreement”), and the support agreements, dated as of
July 2, 2007, by and among Walgreens, Offeror and certain
OCI stockholders, together owning approximately 22% of the
outstanding Shares, pursuant to which such Shares will be
tendered into the Offer (the “Support Agreements”),
copies of which are attached as Exhibits (d)(1), (d)(2) and
(d)(3) to this Schedule TO, are incorporated in this
Schedule TO by reference.
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Item 1.
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Summary
Term Sheet
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The information set forth in the Summary Term Sheet of the Offer
to Purchase is incorporated herein by reference.
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Item 2.
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Subject
Company Information
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(a) The subject company is Option Care, Inc.. Its principal
executive office is located at 485 Half Day Road,
Suite 300, Buffalo Grove, IL 60089 and its telephone number
is
(847) 465-2100.
(b) According to the Company, as of July 13, 2007, and
after giving effect to 134,654 Shares issued on July 17,
2007 in connection with OCI’s 2001 Employee Stock Purchase
Plan, there were 34,725,267 Shares issued and outstanding
and 3,277,401 Shares subject to outstanding stock options.
(c) The Shares are traded on The NASDAQ Select Global
Market under the symbol “OPTN.” The information set
forth in Section 6 — “Price Range of the
Shares; Dividends” of the Offer to Purchase is incorporated
herein by reference.
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Item 3.
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Identity
and Background of Filing Person
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(a), (b), (c) The information set forth in
Section 9 — “Information Concerning
Walgreens and Offeror” of the Offer to Purchase and
Annex I of the Offer to Purchase is incorporated herein by
reference.
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Item 4.
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Terms
of the Transaction
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(a)(1)(i)-(viii), (x), (xii) The information set forth in
the Introduction and in the sections of the Offer to Purchase
entitled “Terms of the Offer,” “Acceptance for
Payment and Payment for Shares,” “Procedures for
Accepting the Offer and Tendering Shares,” “Withdrawal
Rights,” “Material U.S. Federal Income Tax
Consequences,” “Possible Effects of the Offer on the
Market for the Shares; NASDAQ Listing; Exchange Act
Registration; Margin Regulations” and “Conditions of
the Offer” is incorporated in this Schedule TO by
reference.
(a)(1)(ix), (xi) Not applicable.
(a)(2)(i)-(v), (vii) The information set forth in the
Introduction and in the sections of the Offer to Purchase
entitled “Material U.S. Federal Income Tax
Consequences,” “Background of the Offer; Past Contacts
or Negotiations with Option Care” and “Purpose of the
Offer; The Merger Agreement; Support Agreements;
1
Management Arrangements; Appraisal Rights;
‘Going-Private’ Transactions; Plans for OCI” is
incorporated in this Schedule TO by reference.
(a)(2)(vi) Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements
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(a), (b) The information set forth in the sections of the
Offer to Purchase entitled “Information Concerning
Walgreens and Offeror,” “Background of the Offer; Past
Contacts or Negotiations with OCI” and “Purpose of the
Offer; The Merger Agreement; Support Agreements; Management
Arrangements; Appraisal Rights; ‘Going-Private’
Transactions; Plans for OCI” is incorporated in this
Schedule TO by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals
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(a), (c)(1), (c)(3-7) The information set forth in the
Introduction and in the sections of the Offer to Purchase
entitled “Background of the Offer; Past Contacts or
Negotiations with Option Care,” “Purpose of the Offer;
The Merger Agreement; Support Agreements; Management
Arrangements; Appraisal Rights; ‘Going-Private’
Transactions; Plans for OCI,” “Dividends and
Distributions” and “Possible Effects of the Offer on
the Market for the Shares; NASDAQ Listing; Exchange Act
Registration; Margin Regulations” is incorporated in this
Schedule TO by reference.
(c)(2) None.
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Item 7.
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Source
and Amount of Funds or Other Consideration
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(a) The information set forth in the section of the Offer
to Purchase entitled “Source and Amount of Funds” is
incorporated in this Schedule TO by reference.
(b), (d) Not applicable.
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Item 8.
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Interest
in Securities of the Subject Company
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(a), (b) The information set forth in the Introduction and
in the sections of the Offer to Purchase entitled
“Information Concerning Walgreens and Offeror,”
“Background of the Offer; Past Contacts or Negotiations
with Option Care,” “Purpose of the Offer; The Merger
Agreement; Support Agreements; Management Arrangements;
Appraisal Rights; ‘Going-Private’ Transactions; Plans
for OCI” and in Schedule I to the Offer to Purchase is
incorporated in this Schedule TO by reference.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used
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(a) The information set forth in the Introduction and in
the section of the Offer to Purchase entitled “Fees and
Expenses” is incorporated in this Schedule TO by
reference.
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Item 10.
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Financial
Statements
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(a), (b) Not applicable.
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Item 11.
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Additional
Information
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(a)(1) The information set forth in the sections of the
Offer to Purchase entitled “Information Concerning
Walgreens and Offeror” and “Purpose of the Offer; The
Merger Agreement; Support Agreements; Management Arrangements;
Appraisal Rights; ‘Going-Private’ Transactions; Plans
for OCI” is incorporated in this Schedule TO by
reference.
(a)(2), (a)(3) The information set forth in the sections of
the Offer to Purchase entitled “Purpose of the Offer; The
Merger Agreement; Support Agreements; Management Arrangements;
Appraisal Rights; ‘Going-Private’ Transactions; Plans
for OCI,” “Conditions of the Offer” and
“Legal Matters; Required Regulatory Approvals” is
incorporated in this Schedule TO by reference.
2
(a)(4) The information set forth in the section of the
Offer to Purchase entitled “Possible Effects of the Offer
on the Market for the Shares; NASDAQ Listing; Exchange Act
Registration; Margin Regulations” is incorporated in this
Schedule TO by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated in this Schedule TO by reference.
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(a)(1)(A)
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Offer to Purchase, dated
July 17, 2007.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery.
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(a)(1)(D)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
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(a)(1)(F)
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Form of Letter to Participants in
the Option Care, Inc. 2001 Employee Stock Purchase Plan.
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(a)(1)(G)
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Form of Guidelines for
Certification of Taxpayer Identification Number (TIN) on
Substitute
Form W-9.
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(a)(5)(A)
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Joint Press Release issued by
Walgreen Co. and Option Care, Inc., dated July 2, 2007
(incorporated herein by reference to Exhibit 99.1 to the
Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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(a)(5)(B)
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Transcript of Conference Call held
by Walgreen Co. on July 2, 2007 (incorporated herein by
reference to the Tender Offer Statement on Schedule TO
filed by Walgreen Co. on July 3, 2007).
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(a)(5)(C)
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Form of Summary Advertisement
Published in the Wall Street Journal on July 17,
2007.
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(d)(1)
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Agreement and Plan of Merger,
dated as of July 2, 2007, by and among Walgreen Co., Bison
Acquisition Sub Inc. and Option Care, Inc. (incorporated herein
by reference to Exhibit 2.1 to the Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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(d)(2)
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Support Agreement, dated as of
July 2, 2007, by and among Walgreen Co., Bison Acquisition
Sub Inc. and certain shareholders of Option Care, Inc.
(incorporated herein by reference to Exhibit 2.2 to the
Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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(d)(3)
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Support Agreement, dated as of
July 2, 2007, by and among Walgreen Co., Bison Acquisition
Sub Inc. and certain shareholders of Option Care, Inc.
(incorporated herein by reference to Exhibit 2.3 to the
Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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Item 13.
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Information
Required by
Schedule 13E-3
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Not applicable.
3
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:
July 17, 2007
WALGREEN CO.
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By:
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/s/ William M. Rudolphsen
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Name: William M. Rudolphsen
Title: Senior Vice President
BISON ACQUISITION SUB INC.
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By:
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/s/ William M. Rudolphsen
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Name: William M. Rudolphsen
Title: Vice President
EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase, dated
July 17, 2007.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed
Delivery.
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(a)(1)(D)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
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(a)(1)(F)
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Form of Letter to Participants in
the Option Care, Inc. 2001 Employee Stock Purchase Plan.
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(a)(1)(G)
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Form of Guidelines for
Certification of Taxpayer Identification Number (TIN) on
Substitute
Form W-9.
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(a)(5)(A)
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Joint Press Release issued by
Walgreen Co. and Option Care, Inc., dated July 2, 2007
(incorporated herein by reference to Exhibit 99.1 to the
Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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(a)(5)(B)
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Transcript of Conference Call held
by Walgreen Co. on July 2, 2007 (incorporated herein by
reference to the Tender Offer Statement on Schedule TO
filed by Walgreen Co. on July 3, 2007).
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(a)(5)(C)
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Form of Summary Advertisement
Published in the Wall Street Journal on July 17,
2007.
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(d)(1)
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Agreement and Plan of Merger,
dated as of July 2, 2007, by and among Walgreen Co., Bison
Acquisition Sub Inc. and Option Care, Inc. (incorporated herein
by reference to Exhibit 2.1 to the Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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(d)(2)
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Support Agreement, dated as of
July 2, 2007, by and among Walgreen Co., Bison Acquisition
Sub Inc. and certain shareholders of Option Care, Inc.
(incorporated herein by reference to Exhibit 2.2 to the
Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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(d)(3)
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Support Agreement, dated as of
July 2, 2007, by and among Walgreen Co., Bison Acquisition
Sub Inc. and certain shareholders of Option Care, Inc.
(incorporated herein by reference to Exhibit 2.3 to the
Current Report on
Form 8-K
filed by Walgreen Co. on July 3, 2007).
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