UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASPECT MEDICAL
SYSTEMS, INC.
(Name Of Subject Company (Issuer))
UNITED STATES SURGICAL CORPORATION
TRANSFORMER
DELAWARE CORP.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.01 per share
(Title
of Class of Securities)
045235108
(CUSIP Number of Common Stock)
John H. Masterson
Covidien
15 Hampshire Street
Mansfield, MA 02048
Telephone: (508) 261-8242
(Name, address and
telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Paul Kinsella
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount Of Filing Fee
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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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:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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x
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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:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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Covidien Announces Definitive Agreement to Acquire Aspect Medical Systems, Inc.
Dublin, Ireland, and Norwood, MA September 28, 2009 Covidien (NYSE: COV) and Aspect Medical Systems, Inc. (NASDAQ:
ASPM) today announced that Covidien has reached a definitive agreement to acquire Aspect, a global market leader in brain monitoring technology.
The Boards of Directors of both companies have unanimously approved the transaction, pursuant to which a wholly owned subsidiary of Covidien will pay $12.00 in cash per Aspect share for a total of approximately $210 million, net of cash and
short-term investments acquired. The transaction, which will take the form of an all cash tender offer followed by a second-step merger, is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected
to be completed by the end of calendar 2009.
Founded in 1987, Aspect is recognized as a pioneer and global market leader in brain monitoring,
with 2008 revenues of $99 million. Aspects premier product Bispectral Index (BIS) technology became the first clinically proven and commercially available direct measure of the effects of anesthetics and sedatives on
the brain. Aspect led the way to develop proprietary technologies that directly measure these effects and ultimately improve the quality and cost effectiveness of patient care. BIS technology is designed to allow medical professionals to reliably
gauge the precise amount of anesthetic medication required by each patient, resulting in better overall patient care.
The acquisition
of Aspect will allow Covidien to broaden its product offerings and add a market leading brain monitoring technology to its portfolio, said Pete Wehrly, President, Respiratory & Monitoring Solutions, Covidien. Aspect will bring
us enhanced clinical expertise, a strong research & development organization and expand our presence in the operating room. The acquisition is consistent with our strategy of expanding into adjacent market segments and will help us achieve
our mission of enhancing the quality of life for patients and improving outcomes for our customers.
Joining Covidien provides
Aspect with the scale and resources to accelerate growth of BIS and other Aspect products, to continue to invest in outcomes research, comparative effectiveness and innovation, and to support the strategy of providing products that are designed to
improve patient outcomes, said Nassib Chamoun, President and Chief Executive Officer, Aspect Medical Systems. Above all, we are pleased to become part of a company that shares our commitment to evidence-based medicine and the development
of products that help clinicians cost-effectively deliver better care.
Assuming a December 31, 2009, closing, Covidien expects
this transaction to dilute fiscal 2010 GAAP earnings per share, primarily due to a one-time charge for restructuring. On a non-GAAP basis, excluding the restructuring charge, the transaction is expected to be slightly dilutive to 2010 earnings per
share; however, the underlying strength of Covidiens existing businesses is expected to offset this dilution. As a result, Covidien does not anticipate this transaction will have a material impact on its fiscal 2010 sales or operating margin
outlook.
Once the transaction has been completed, Covidien will report the Aspect business as part of its Oximetry
and Monitoring product line in the Medical Devices segment.
ABOUT COVIDIEN
Covidien is a leading global healthcare products company that creates innovative medical solutions for better patient outcomes and delivers value through
clinical leadership and excellence. Covidien manufactures, distributes and services a diverse range of industry-leading product lines in three segments: Medical Devices, Pharmaceuticals and Medical Supplies. With 2008 revenue of $10 billion,
Covidien has more than 41,000 employees worldwide in 59 countries, and its products are sold in over 140 countries. Please visit www.covidien.com to learn more about our business.
ABOUT ASPECT MEDICAL SYSTEMS, INC.
Aspect Medical Systems, Inc. is a global market leader
in brain monitoring technology. To date, the Companys Bispectral Index (BIS) technology has been used to assess approximately 34 million patients and has been the subject of more than 3,300 published articles and abstracts. BIS technology
is installed in approximately 78 percent of hospitals listed in the July 2009
U.S. News and World Report
ranking of Americas Best Hospitals and in approximately 74 percent of all U.S. operating rooms. In the last twelve months, BIS
technology was used in approximately 19 percent of all U.S. surgical procedures requiring general anesthesia or deep sedation. Aspect Medical Systems has OEM agreements with nine leading manufacturers of patient monitoring systems. For more
information, visit Aspects Web site at
http://www.aspectmedical.com
.
COVIDIEN CONTACTS
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Eric Kraus
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Coleman Lannum, CFA
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Senior Vice President
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Vice President
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Corporate Communications
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Investor Relations
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508-261-8305
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508-452-4343
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eric.kraus@covidien.com
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cole.lannum@covidien.com
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Bruce Farmer
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Brian Nameth
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Vice President
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Director
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Public Relations
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Investor Relations
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508-452-4372
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508-452-4363
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bruce.farmer@covidien.com
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brian.nameth@covidien.com
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ASPECT CONTACT
J. Neal Armstrong
Vice President and CFO
617-559-7162
FORWARD-LOOKING STATEMENTS
Any statements contained in this communication that do not describe historical facts may constitute forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995. This release contains forward-looking information about Covidiens proposed acquisition of Aspect Medical Systems, Inc., the timing of the anticipated transaction,
the potential benefits of the anticipated transaction, Aspects clinical trials, products and product candidates and the potential benefits of such products and product candidates, and
expected dilutive effect. Any forward-looking statements contained herein are based on Covidiens and Aspects managements current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in
circumstances, which may cause actual results or actions to differ materially from what is expressed or implied by these statements. The factors that could cause actual future results to differ materially from current expectations include, but are
not limited to, the satisfaction of conditions to closing the agreement; the ability to successfully integrate Aspects operations and programs with Covidiens and the time and resources required to do so, the uncertainties inherent in
commercial, research and development activities, decisions by regulatory authorities regarding whether and when to approve any applications for such product candidates and other matters that could affect the availability or commercial potential of
such product candidates; and competitive developments. These and other factors are identified and described in more detail in Covidiens and Aspects filings with the SEC. We caution investors not to place undue reliance on the
forward-looking statements contained in this press release. We disclaim any obligation to update these forward-looking statements other than as required by law.
NON-GAAP Financial Information
This release contains a non-GAAP financial measure. This
non-GAAP financial measure, which is used a measure of Covidiens performance, should be considered in addition to, not as a substitute for, or superior to, measures of Covidiens financial performance prepared in accordance with GAAP. A
reconciliation of this non-GAAP financial measure to GAAP is provided in the text of this release. Covidiens non-GAAP measures may be defined differently than similar terms used by other companies, and accordingly, care should be exercised in
understanding how Covidien defines its non-GAAP financial measures.
Specifically, any one-time charge for restructuring is excluded from the
projected earnings per share dilution.
Covidien management uses this non-GAAP financial measure to gain an understanding of its comparative
operating performance (when comparing such results with previous periods or forecasts) and future prospects. This non-GAAP financial measure is also used by Covidiens management in their financial and operating decision-making because
management believes it reflects the underlying economics of Covidiens ongoing business in a manner that allows meaningful period-to-period comparisons. Such comparisons may be more meaningful because operating results presented under GAAP may
include, from time to time, items that are not necessarily relevant to understand Covidiens business and may, in some cases, be difficult to forecast accurately for future periods. Covidiens management believes that this non-GAAP
financial measure provides useful information to investors and others in understanding and evaluating Covidiens current operating performance and future prospects in the same manner as management does if they so choose. Non-GAAP financial
measures have limitations, however, because they do not include all items of income and expense that affect Covidiens operations. Covidiens management compensates for this and other limitations by also considering Covidiens
financial results as determined in accordance with GAAP.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Aspect. Transformer Delaware Corp. (the Merger
Sub), an indirect, wholly-owned subsidiary of Covidien, has not commenced the tender offer for the shares of Aspect stock described in this press release.
Upon commencement of the tender offer, the Merger Sub will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other
related documents. Following commencement of the tender offer, Aspect will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9. These documents will contain important information about Covidien, Aspect, the
transaction and other related matters. Investors and security holders are urged to read each of these documents carefully when they are available.
Investors and security holders will be able to obtain free copies of the tender offer statement, the tender offer solicitation/recommendation statement and other documents filed with the SEC by the Merger Sub and Aspect through the web site
maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents by contacting:
Covidien
Investor Relations
508-452-4650
investor.relations@covidien.com
or
Aspect Medical Systems
Investor Relations
617-559-7000
bis_info@aspectms.com
Aspect Medical Systems (MM) (NASDAQ:ASPM)
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