UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Amendment
No. 4
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
OMRIX
BIOPHARMACEUTICALS, INC.
(Name of
Subject Company (Issuer))
BINDER
MERGER SUB, INC.
(Offeror)
A
Wholly-Owned Subsidiary of
JOHNSON
& JOHNSON
(Offeror)
(Names of
Filing Persons (identifying status as offeror, issuer or other
person))
COMMON
STOCK, $0.01 PAR VALUE
(Title of
Class of Securities)
681989109
(CUSIP
Number of Class of Securities)
James
J. Bergin, Esq.
Johnson
& Johnson
One
Johnson & Johnson Plaza
New
Brunswick, NJ 08933
(732)
524-0900
(Name,
address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies
to:
Robert
I. Townsend, III
Eric
L. Schiele
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
(212)
474-1000
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CALCULATION
OF FILING FEE
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Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$447,192,900
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$17,574.69
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(1) Estimated for
purposes of calculating the filing fee only. This amount is determined by
multiplying 17,887,716 shares of Omrix Biopharmaceuticals, Inc. common stock
(representing the number of shares, including shares of common stock
outstanding, in-the-money options, warrants and restricted stock units) by
$25.00 per share, which is the offer price.
(2) The
filing fee was calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued
December 27, 2007, by multiplying the transaction value by
..0000393.
x 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: $17,574.69
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Filing
Party: Johnson & Johnson and Binder Merger Sub,
Inc.
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Form
of Registration No.: Schedule TO
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Date
Filed: November 25, 2008
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o Check
the 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:
x Third-party
tender offer subject to Rule 14d-1.
o 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.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer. o
This Amendment No. 4 to
the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by
(i) Binder Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and
wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation
(“Parent”), and (ii) Parent. This Amendment amends
and supplements the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on November 25, 2008, as amended (the
“Schedule TO”), and relates to the offer (the “Offer”) by the Purchaser to
purchase all of the outstanding shares of common stock, par value $0.01
per share (the “Shares”), of Omrix Biopharmaceuticals, Inc., a Delaware
corporation (the “Company”), at a purchase price of $25.00 per Share net to the
seller in cash without interest thereon, less any required withholding taxes,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 25, 2008 (together with any amendments and supplements thereto,
the “Offer to Purchase”) and in the related Letter of Transmittal.
Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase.
Item
11. Additional Information.
On
December 16, 2008, the Investment Center of Israel approved the purchase of the
Shares pursuant to the Offer and the consummation of the Merger under the Law
for the Encouragement of Capital Investment. Accordingly, the
condition to the Offer relating to the approval of the Investment Center of
Israel for the purchase of the Shares pursuant to the Offer and for the
consummation of the Merger has been satisfied.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.