UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2011
Safeguard Scientifics, Inc.
(Exact name of registrant as specified in its charter)
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| Pennsylvania
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1-5620
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23-1609753 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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435 Devon Park Drive,
Building 800, Wayne, PA
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19087 |
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(Zip Code) |
Registrant’s telephone number, including area code: 610-293-0600
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. Entry into a Material Definitive Agreement.
On May 17, 2011, Safeguard Scientifics, Inc. (“Safeguard”) partner company, Advanced BioHealing,
Inc., and certain related parties (“ABH”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Shire Pharmaceuticals, Inc. and certain related parties (“Shire”) concerning the
acquisition of ABH by Shire (the “Merger”).
In connection with the execution of the Merger Agreement, Safeguard, as well as each of the other
principal stockholders of ABH, executed a Consent Agreement concerning their support for the
transactions contemplated by the Merger Agreement (the “Consent Agreement”). Pursuant to the terms
of the Consent Agreement, each stockholder party, among other things, has provided its consent to
the anticipated transaction. Safeguard owns approximately 19% of ABH on a fully diluted basis.
Pursuant to the Merger Agreement, Shire will acquire ABH for a cash purchase price of $750 million,
subject to adjustments related to ABH’s net cash, working capital, transaction expenses and similar
items. The consummation of the Merger is subject to the satisfaction of standard conditions to
closing, including, but not limited to, the expiration of any applicable waiting period under the
Hart-Scott-Rodino Act. It is presently anticipated that the Merger will be consummated late in the
second quarter or early in the third quarter of 2011.
Based upon its equity holdings in ABH, it is presently anticipated that Safeguard will receive
aggregate cash proceeds of approximately $140 million in connection with the Merger based upon the
terms of its stock preferences. Pursuant to the terms of the Merger Agreement, five (5%) percent of
such amount will be held in escrow through March 31, 2012.
The foregoing summary of the Consent Agreement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Consent Agreement attached hereto as Exhibit
10.1, which is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements, other than statements of historical facts, are forward-looking statements. These
forward looking statements address, among other things activities, events or developments that
Safeguard expects, believes or anticipates will or may occur in the future, including Safeguard’s
statements relating to the proposed Merger. These forward-looking statements are subject to a
number of risks that could cause actual results to differ materially from those contained in the
forward-looking statements, including the risk that the regulatory approvals and any other required
approvals in connection with the Merger may not be obtained on the proposed terms or at the times
anticipated. Currently unknown or unanticipated risks, or risks that emerge in the future, could
cause actual results to differ materially from those described in forward-looking statements, and
it is not possible for Safeguard to predict all such risks, or the extent to which this may cause
actual results to differ from those contained in any forward-looking statement. Except as required
by law, Safeguard assumes no obligation to update publicly any such forward-looking statements,
whether as a result of new information, future events, or otherwise.
ITEM 7.01. Regulation FD Disclosure
On May 17, 2011, Safeguard issued a press release announcing the Merger and the entry into the
Consent Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, and is not to be incorporated by
reference into any filing of Safeguard.