UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Amendment
No. 5
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
OMRIX
BIOPHARMACEUTICALS, INC.
(Name of
Subject Company (Issuer))
BINDER
MERGER SUB, INC.
(Offeror)
A Wholly
Owned Subsidiary of
JOHNSON
& JOHNSON
(Offeror)
(Names of
Filing Persons (identifying status as offeror, issuer or other
person))
COMMON
STOCK, $0.01 PAR VALUE
(Title of
Class of Securities)
681989109
(CUSIP
Number of Class of Securities)
James
J. Bergin, Esq.
Johnson
& Johnson
One
Johnson & Johnson Plaza
New
Brunswick, NJ 08933
(732)
524-0900
(Name,
address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies
to:
Robert
I. Townsend, III
Eric
L. Schiele
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
(212)
474-1000
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CALCULATION
OF FILING FEE
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$447,192,900
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$17,574.69
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(1) Estimated for
purposes of calculating the filing fee only. This amount is determined by
multiplying 17,887,716 shares of Omrix Biopharmaceuticals, Inc. common stock
(representing the number of shares, including shares of common stock
outstanding, in-the-money options, warrants and restricted stock units) by
$25.00 per share, which is the offer price.
(2) The
filing fee was calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued
December 27, 2007, by multiplying the transaction value by
..0000393.
x 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: $17,574.69
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Filing
Party: Johnson & Johnson and Binder Merger Sub,
Inc.
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Form
of Registration No.: Schedule TO
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Date
Filed: November 25, 2008
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o 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:
x 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 Amendment No.
5 to the Tender Offer
Statement on Schedule TO (this “Amendment”) is filed by (i) Binder Merger
Sub, Inc., a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary
of Johnson & Johnson, a New Jersey corporation (“Parent”), and (ii)
Parent. This
Amendment amends and supplements the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on November 25, 2008, as amended
(the “Schedule TO”), and relates to the offer (the “Offer”) by the
Purchaser to purchase all of the outstanding shares of common stock, par
value $0.01 per share (the “Shares”), of Omrix Biopharmaceuticals, Inc., a
Delaware corporation (the “Company”), at a purchase price of $25.00 per Share
net to the seller in cash without interest thereon, less any required
withholding taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 25, 2008 (together with any amendments and
supplements thereto, the “Offer to Purchase”) and in the related Letter of
Transmittal.
Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase.
Item
11. Additional Information.
On
December 19, 2008, the parties to the purported stockholder lawsuits captioned
Rice v. Omrix Pharmaceuticals,
Inc., et al., Index No. 08/603454, and Burton v. Ellberger et al.,
Index No. 08/116452, entered into a memorandum of understanding (“MOU”) pursuant
to which the parties agree to settle those purported stockholder
lawsuits. The MOU resolves the allegations by the plaintiffs against
the defendants in connection with the Offer and the Merger and provides a
release and settlement by the class of Seller stockholders of all claims against
the defendants and their affiliates and agents in connection with the Offer and
the Merger.
Also on December 19, 2008,
Purchaser extended the Offer until 12:00 midnight, New York City time, on
December 26, 2008 (which is the end of the day on December 26, 2008), unless
further extended. The full text of the press release issued by Parent
on December 19, 2008 announcing the extension of the Offer is filed as Exhibit
(a)(5)(E) hereto and is incorporated herein by reference.
Item
12. Exhibits.
Item 12
of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
“(a)(5)(E) Press
Release issued by Johnson & Johnson on December 19, 2008.”
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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BINDER
MERGER SUB, INC.
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By
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/s/
Susan E. Morano
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Name:
Susan E. Morano
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Title:
President
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Date:
December 19, 2008
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JOHNSON
& JOHNSON
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By
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/s/
Susan E. Morano
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Name:
Susan E. Morano
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Title: Attorney-in-Fact
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Date: December
19, 2008
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