Royal DSM (RDSMY.PK) said its tender offer to buy all outstanding shares of Kensey Nash Corp. (KNSY) at a price of $38.50 per share was successful. The tender offer expired at 12:00 midnight, New York City time, on Monday, June 18, 2012.
The depositary for the tender offer has advised that, as of such time, a total of 7.15 million Kensey Nash shares were validly tendered and not withdrawn in the offer, including 276,900 shares tendered by notices of guaranteed delivery, representing some 82% of Kensey Nash's currently outstanding shares, and nearly 79%, excluding the shares tendered by notices of guaranteed delivery. DSM has accepted for payment all validly tendered shares.
Pursuant to the merger deal, Kensey Nash granted to DSM an irrevocable option to buy the number of authorized but unissued shares of Kensey Nash that, when added to the number of shares owned by DSM immediately prior to exercise of the top-up option, constitutes one share over 90% of the number of shares then outstanding.
DSM intends to exercise the top-up option and to close a short-form merger as per the merger agreement within the next few days. In the short-form merger, Biomedical Acquisition Corp. would merge with and into Kensey Nash and each share of Kensey Nash not tendered in the tender offer, other than those as to which holders exercise appraisal rights under Delaware law and those held by DSM or Kensey Nash or their respective wholly-owned subsidiaries, would be converted in the merger into the right to receive $38.50 per share in cash, without interest and less any required withholding taxes.
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