- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
2010年8月21日 - 5:23AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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BioSphere
Medical, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Additional
Materials Filed Pursuant to Rule 14a-6
On August 18, 2010,
BioSphere Medical, Inc. (BioSphere or the Company) sent to certain
holders of its common stock the following communication relating to the voting
of their shares in connection with the proposed merger between BioSphere and a
subsidiary of Merit Medical Systems, Inc.
IMPORTANT
REMINDER TO VOTE YOUR PROXY
August 18, 2010
Dear BioSphere Stockholder:
Our records indicate that
your votes on (i) the adoption of the Agreement and Plan of Merger, dated
as of May 13, 2010, by and among Merit Medical Systems, Inc., Merit
BioAcquisition Co., a wholly-owned subsidiary of Merit Medical, and BioSphere
Medical, Inc., and (ii) the adjournment of the special meeting of
stockholders being held to approve the merger, if necessary, to solicit
additional proxies in the event there are not sufficient votes in favor of
adoption of the merger agreement, have not yet been received. The special meeting will be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts on Friday, September 3, 2010, at 10:00 a.m. local
time.
Please
take a moment right now to ensure that your shares are represented at this
important meeting.
If the proposed merger is
completed, BioSphere stockholders will be entitled to receive $4.38 in cash,
without interest and less any applicable withholding taxes, for each share of
BioSphere common stock owned as of the date of the merger. The proposal to adopt the merger must be
approved by a majority of the outstanding shares of our common stock entitled
to vote at the special meeting (including the outstanding shares of our series
A preferred stock, if any, voting together with the holders of our common stock
as a single-class on an as-converted basis).
YOUR VOTE
IS
IMPORTANT
. PLEASE VOTE YOUR SHARES TODAY BY
PHONE, INTERNET OR BY COMPLETING AND MAILING THE ENCLOSED PROXY CARD.
In order to ensure that you
have an opportunity to vote, no matter how few or how many shares you own, we
have enclosed an additional proxy card and Internet and telephone instructions
that will allow you to exercise your rights as a shareholder. If possible, please vote by Internet or phone
given the short amount of time before the special meeting date.
If you do nothing, it is
the equivalent of voting NO.
The Companys board of
directors, after considering a number of factors in evaluating the transaction
and consulting with its legal and financial advisors, unanimously recommends
that BioSphere stockholders vote FOR both the proposed merger and the
proposal to adjourn the special meeting if necessary to solicit additional
votes.
Please vote
today by telephone or by Internet pursuant to the instructions enclosed. Remember every
share
and every vote counts!
Alternatively,
you may sign, date and mail your proxy
card in the envelope provided. If you
have any questions, please call MacKenzie Partners, Inc., toll-free at
(800) 322-2885 or collect at (212) 929-5500.
Thank you in advance for
voting promptly.
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Sincerely,
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/s/ Martin J. Joyce
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Martin J. Joyce
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Executive Vice President
and Chief Financial Officer
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FORWARD-LOOKING STATEMENTS
Any statements in this
filing about future expectations, plans and prospects for BioSphere, including
statements with respect to the consummation and timing of the merger,
constitute forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements contain the words believes,
anticipates, plans, expects, will and similar expressions. Actual
results may differ materially from those currently anticipated due to a number
of risks and uncertainties that are subject to change based on factors that
are, in many instances, beyond BioSpheres control. Risks and uncertainties
that could cause results to differ from expectations include: uncertainties
relating to the timing of the merger; uncertainties as to how BioSphere
stockholders will vote their shares with respect to the merger; the risk that
competing offers will be made; the possibility that various closing conditions
for the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of disruption from the transaction
making it more difficult to maintain relationships with employees, customers,
suppliers, other business partners or governmental entities; other business
effects, including the effects of industry, economic or political conditions
outside of BioSpheres control; transaction costs; actual or contingent
liabilities; or other risks and uncertainties discussed in documents filed with
the SEC by BioSphere, including factors discussed in the Risk Factors section
of BioSpheres most recent Quarterly Report on Form 10-Q filed with the
SEC on August 13, 2010, and other documents BioSphere periodically files
with the SEC. In addition, the forward-looking statements included in this
filing represent BioSpheres views as of the date of this filing. BioSphere
anticipates that subsequent events and developments will cause its views to
change. However, while BioSphere may elect to update these forward-looking
statements at some point in the future, it specifically disclaims any obligation
to do so. These forward-looking statements should not be relied upon as
representing BioSpheres views as of any date subsequent to the date of this
filing.
ADDITIONAL INFORMATION ABOUT THE
MERGER AND WHERE TO FIND IT
In connection with the
proposed merger, BioSphere has filed a definitive proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO. Investors and security
holders are able to obtain free copies of the Proxy Statement and other
documents filed with the SEC by BioSphere and Merit through the website
maintained by the SEC at http://www.sec.gov. In addition, investors and security
holders are able to obtain free copies of the Proxy Statement from BioSphere by
calling BioSphere Investor Relations at 781-681-7900, by requesting them in
writing from Investor Relations at BioSphere Medical, Inc., 1050 Hingham
Street, Rockland, MA 02370, or by visiting the Investor Relations page of
BioSpheres website at http://www.biospheremed.com.
BioSphere and Merit, and
their respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies from BioSpheres stockholders in
connection with the proposed merger. Information concerning the interests of
BioSpheres participants, which may be different from those of BioSpheres
stockholders generally, in the solicitation is set forth in BioSpheres Annual
Report on Form 10-K for the year ended December 31, 2009, its annual
meeting proxy statement dated April 16, 2010 and the definitive proxy
statement relating to the merger dated August 2, 2010, which are filed
with the SEC. As of June 1, 2010, BioSpheres directors and executive
officers beneficially owned approximately 2,442,005 shares, or 11.92 percent,
of BioSpheres common stock. A more complete description of the interests of
the officers and directors is available in the definitive proxy statement
relating to the merger.
Biosphere Medical (MM) (NASDAQ:BSMD)
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