AI assistant
Vericel Corp — M&A Activity 2012
Jul 13, 2012
31799_rns_2012-07-13_64d12b25-6e87-4f82-bb8c-730c9b92ceec.zip
M&A Activity
Open in viewerOpens in your device viewer
QuickLinks -- Click here to rapidly navigate through this document
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;"
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Amendment No. 1 to SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Aastrom Biosciences, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror))
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Warrants to Purchase Common Stock (Title of Class of Securities)
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
(CUSIP Numbers of Class of Securities)
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Tim M. Mayleben Chief Executive Officer 24 Frank Lloyd Wright Drive, P.O. Box 376, Ann Arbor, Michigan (800) 556-0311 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Copy to: Mitchell S. Bloom Danielle M. Lauzon Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 Telephone: (617) 570-1000 Facsimile: (617) 523-1231
CALCULATION OF FILING FEE
COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE
| Transaction Valuation* | Amount of Filing Fee** |
|---|---|
| $2,543,334.06 | $291.47 |
end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="25%" ALIGN="LEFT"
- The transaction valuation is estimated solely for the purposes of calculating the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended ("Rule 0-11"). The transaction valuation estimate assumes the exchange of all of the warrants of Aastrom Biosciences, Inc. issued in connection with its December 2010 public offering, and is based on the book value of the warrants as of June 27, 2012. ** The amount of the filing fee is calculated in accordance with Rule 0-11 by multiplying the estimated Transaction Valuation by one-fiftieth of one percent of the estimated value of the transaction.
ý Check 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. User-specified TAGGED TABLE
| Amount Previously Paid: $291.47 |
|---|
| Filing Party: Aastrom Biosciences, Inc. |
| Form or Registration No.: Schedule TO |
| Date Filed: June 28, 2012 |
end of user-specified TAGGED TABLE o Check 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:
User-specified TAGGED TABLE
| o | third party tender offer subject to Rule 14d-1. |
|---|---|
| ý | 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. |
end of user-specified TAGGED TABLE
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
BLANK LINE TO FORCE PARA
ZEQ.=1,SEQ=1,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=282269,FOLIO='blank',FILE='DISK130:[12ZBY1.12ZBY77601]BA77601A.;5',USER='JTAYLORA',CD='13-JUL-2012;11:20' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;"
TOC_END
INTRODUCTION
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on June 28, 2012 (as amended and supplemented to date, the "Schedule TO") by Aastrom Biosciences, Inc., a Michigan corporation ("Aastrom" or the "Company"), pursuant to Rule 13(e)-4 under the Securities Exchange Act of 1934, as amended, in connection with an offer to exchange (the "Exchange Offer") any warrant (the "Warrants") to purchase shares of common stock, no par value per share, of the Company issued in connection with the Company's December 2010 public offering, that is tendered and accepted, for shares of the Company's common stock. Aastrom is seeking to exchange any and all outstanding Warrants in the Exchange Offer.
The Exchange Offer is made upon the terms and subject to the conditions set forth in the Company's offer to exchange, dated June 28, 2012 (the "Exchange Offer Statement"), and in the related Exchange Offer materials which are filed as Exhibits (a)(1), (a)(2), (a)(3), (a)(4), (a)(5) and (d)(1) to the Schedule TO (which the Exchange Offer and related Exchange Offer materials, as amended or supplemented from time to time, collectively constitute the "Offer Materials").
This Schedule TO is intended to satisfy the reporting requirements of Rule 13(c)-4 under the Securities Exchange Act of 1934, as amended. Information set forth in the Offer Materials is expressly incorporated in this Amendment No. 1 by reference in response to all of the applicable items in Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
The Exchange Offer Statement and the Schedule TO, to the extent the Schedule TO incorporates by reference such information contained in the Exchange Offer Statement, are hereby amended to remove the following language from page 1 of the Exchange Offer Statement, appearing under the section entitled "Cautionary Statement Concerning Forward-Looking Statements": "within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")."
Item 4. Terms of the Transaction.
(a) The Exchange Offer Statement, the second paragraph of the Introduction to the Schedule TO and Item 4 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Exchange Offer Statement, are hereby amended to remove all references to the Exchange Offer being a "one time offer" as set forth in the second paragraph of the Introduction to the Schedule TO, the first paragraph on the first page of the Exchange Offer Statement, and the fifth paragraph on page 12 of the Exchange Offer Statement, appearing under the section entitled "The Exchange Offer."
The Exchange Offer Statement and Item 4 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Exchange Offer Statement, are hereby amended to revise the sixth paragraph on page 17 of the Exchange Offer Statement, appearing under the section entitled "Conditions to the Exchange Offer," to read in its entirety as follows:
The Exchange Offer Statement and Item 4 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Exchange Offer Statement, are hereby
2
ZEQ.=1,SEQ=2,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=768745,FOLIO='2',FILE='DISK130:[12ZBY1.12ZBY77601]CA77601A.;9',USER='NLUCCA',CD='13-JUL-2012;12:31'
amended to revise subparagraph (e) on page 19 of the Exchange Offer Statement, appearing under the section entitled "Conditions to the Exchange Offer," to read in its entirety as follows:
The Exchange Offer Statement and Item 4 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Exchange Offer Statement, are hereby amended to revise the first full paragraph on page 19 of the Exchange Offer Statement, appearing under the section entitled "Conditions to the Exchange Offer," to read in its entirety as follows:
The Exchange Offer Statement and Item 4 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Exchange Offer Statement, are hereby amended to revise the last sentence on the second full paragraph on page 19 of the Exchange Offer Statement, appearing under the section entitled "Conditions to the Exchange Offer," to read in its entirety as follows:
Item 7. Source and Amount of Funds or Other Consideration.
(a) Item 7(a) of the Schedule TO is hereby amended and restated in its entirety as follows:
Item 10. Financial Statements.
(a) Item 10(a) of the Schedule TO is hereby amended to add the following section immediately following the first paragraph of Item 10(a):
3
ZEQ.=2,SEQ=3,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=18163,FOLIO='3',FILE='DISK130:[12ZBY1.12ZBY77601]CA77601A.;9',USER='NLUCCA',CD='13-JUL-2012;12:31'
Consolidated Statements of Operations
COMMAND=ADD_TABLEWIDTH,"130%" User-specified TAGGED TABLE
| Quarter Ended March 31, | Six Months Ended December 31, 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended June 30, 2010 | Year Ended December 31, 2011 | |||||||||
| 2011 | 2012 | |||||||||
| (in thousands, except per share amounts) | ||||||||||
| Revenues | $ 9 | $ 2 | $ 89 | $ 253 | $ 18 | |||||
| Costs and expenses | $ 6,269 | $ 8,560 | $ 17,893 | $ 11,876 | $ 29,058 | |||||
| Loss from operations | $ (6,260 | ) | $ (8,558 | ) | $ (17,804 | ) | $ (11,623 | ) | $ (29,040 | ) |
| Other income (expense) | $ 1,272 | $ (897 | ) | $ 3,246 | $ (7,465 | ) | $ 9,372 | |||
| Net loss | $ (4,988 | ) | $ (9,455 | ) | $ (14,558 | ) | $ (19,088 | ) | $ (19,668 | ) |
| Accretion of convertible preferred stock | $ | $ 289 | $ | $ | $ | |||||
| Net loss attributable to common shareholders | $ (4,988 | ) | $ (9,744 | ) | $ (14,558 | ) | $ (19,088 | ) | $ (19,668 | ) |
| Net loss per share attributable to common shareholders (Basic and Diluted) | $ (0.13 | ) | $ (0.25 | ) | $ (0.59 | ) | $ (0.65 | ) | $ (0.51 | ) |
| Weighted average number of common shares outstanding (Basic and Diluted) | 38,617 | 38,742 | 24,729 | 29,186 | 38,627 |
end of user-specified TAGGED TABLE
Consolidated Balance Sheets
COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE
| December 31, | ||||||
|---|---|---|---|---|---|---|
| March 31, 2012 | June 30, 2010 | |||||
| 2010 | 2011 | |||||
| (in thousands, except per share amounts) | ||||||
| Current assets | $ 37,197 | $ 19,518 | $ 31,699 | $ 6,175 | ||
| Total assets | $ 38,664 | $ 20,531 | $ 32,827 | $ 7,739 | ||
| Total current liabilities | $ 22,347 | $ 5,671 | $ 29,864 | $ 20,670 | ||
| Total liabilities | $ 22,376 | $ 5,750 | $ 29,905 | $ 20,710 | ||
| Series B preferred stock | $ 38,012 | $ | $ | $ | ||
| Shareholders' equity (deficit) | $ (21,724 | ) | $ 14,781 | $ 2,922 | $ (12,971 | )" |
end of user-specified TAGGED TABLE
(b) The Exchange Offer Statement and Item 10(b) of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Exchange Offer Statement, are hereby amended add the following section to the Exchange Offer Statement under the section entitled "Pro Forma Financial Information (Unaudited)."
The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Fixed charges consist of interest expense, accretion of preferred stock dividends, and the estimated portion of rental expense deemed by Aastrom to be representative of the interest factor of rental payments under operating leases. Our ratio of earnings to fixed charges for the quarter ended March 31, 2012, year
4
ZEQ.=3,SEQ=4,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=783005,FOLIO='4',FILE='DISK130:[12ZBY1.12ZBY77601]CA77601A.;9',USER='NLUCCA',CD='13-JUL-2012;12:31'
ended June 30, 2010, six months ended December 31, 2010 and year ended December 31, 2011 were as follows:
COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2012 | June 30, 2010 | |||||||
| 2010 | 2011 | |||||||
| (in thousands, except per share amounts) | ||||||||
| Loss before income taxes | $ (9,455 | ) | $ (14,558 | ) | $ (19,088 | ) | $ (19,668 | ) |
| Fixed charges | 390 | 432 | 188 | 376 | ||||
| Loss before income taxes and fixed charges | $ (9,065 | ) | $ (14,126 | ) | $ (18,900 | ) | $ (19,292 | ) |
| Fixed charges | 390 | 432 | 188 | 376 | ||||
| RATIO OF EARNINGS TO FIXED CHARGES | | (a) | | (a) | | (a) | | (a) |
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT" (a) Earnings were inadequate to cover fixed charges by $9,845 for the quarter ended March 31, 2012, $14,990 for the year ended June 30, 2010, $19,276 for six months ended December 31, 2010 and $20,044 for the year ended December 31, 2011."
5
ZEQ.=4,SEQ=5,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=772392,FOLIO='5',FILE='DISK130:[12ZBY1.12ZBY77601]CA77601A.;9',USER='NLUCCA',CD='13-JUL-2012;12:31' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;"
TOC_END
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, correct and complete.
COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE
| Date: July 13, 2012 | |
| By: | /s/ TIM M. MAYLEBEN Name: Tim M. Mayleben Title: Chief Executive Officer and President |
end of user-specified TAGGED TABLE
6
ZEQ.=1,SEQ=6,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=738022,FOLIO='6',FILE='DISK130:[12ZBY1.12ZBY77601]JC77601A.;12',USER='NLUCCA',CD='13-JUL-2012;11:13' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;"
TOC_END
INDEX TO EXHIBITS
COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE
| (a)(1)* | Exchange Offer, dated June 28, 2012. |
|---|---|
| (a)(2)* | Form of Letter of Transmittal and Instructions. |
| (a)(3)* | Form of Notice of Withdrawal. |
| (a)(4)* | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(5)* | Press Release, dated June 27, 2012, filed as Exhibit 99.1 to the Company's Report on Form 8-K, filed on June 27, 2012, incorporated herein by reference. |
| (d)(1)* | Form of Warrant Exchange Agreement, dated June 27, 2012, filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed on June 27, 2012, incorporated herein by reference. |
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT" * Previously filed.
7
ZEQ.=1,SEQ=7,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1",CHK=183079,FOLIO='7',FILE='DISK130:[12ZBY1.12ZBY77601]JE77601A.;8',USER='NLUCCA',CD='13-JUL-2012;11:16' THIS IS THE END OF A COMPOSITION COMPONENT
QuickLinks
TOC_BEGIN INTRODUCTION
TOC_BEGIN SIGNATURES TOC_BEGIN INDEX TO EXHIBITS SEQ=,FILE='QUICKLINK',USER=JTAYLORA,SEQ=,EFW="2210212",CP="AASTROM BIOSCIENCES, INC.",DN="1" TOCEXISTFLAG