Schedule 14a information


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Table of Contents

 

 

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x

Filed by the Registrant                            ¨ Filed by a Party other than the Registrant

Check the appropriate box:

 

x

Preliminary Proxy Statement

 

¨

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6 (e) (2))

 

¨

Definitive Proxy Statement

 

¨

Definitive Additional Materials

 

¨

Soliciting Material Pursuant to Rule 14a-12

IMMUCOR, INC.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

 

¨

No fee required.

 

¨

Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.

 

 

(1)

Title of each class of securities to which transaction applies:

common stock, par value $0.10 per share

 

 

 

(2)

Aggregate number of securities to which transaction applies:

73,534,435 (includes 70,741,281 shares outstanding (including 243,479 restricted shares), 703,045 shares issuable upon exercise of options with an exercise price of less than $27.00, 228,890 restricted stock units and 162,535 performance shares)

 

 

 

(3)

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):

Solely for the purpose of calculating the registration fee, the maximum aggregate value of the transaction was calculated as the sum of (i) 70,741,281 shares of common stock (including 243,479 restricted shares) multiplied by $27.00, plus (ii) options to acquire 703,045 shares of common stock with an exercise price below $27.00 multiplied by $27.00 minus such exercise price, plus (iii) 228,890 restricted stock units and 162,535 performance shares multiplied by $27.00.

 

 

 

(4)

Proposed maximum aggregate value of transaction:

$1,938,571,640

 

 

 

(5)

Total fee paid:

$225,068.17

 

 

x

Fee paid previously with preliminary materials.

 

¨

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.

 

 

(1)

Amount previously paid;

  

 

 

 

(2)

Form, Schedule or Registration Statement No.;

  

 

 

 

(3)

Filing Party;

  

 

 

 

(4)

Date Filed.

  

 

 

 

 
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PRELIMINARY PROXY MATERIAL SUBJECT TO COMPLETION

IMMUCOR, INC.

3150 Gateway Drive

Norcross, Georgia 30071

[*], 2011

To Our Shareholders:

On behalf of the board of directors and management of Immucor, Inc., which we refer to as the “Company”, I cordially invite you to attend a special meeting of the shareholders of the Company, to be held on [*], 2011 at our headquarters at 3150 Gateway Drive, Norcross, Georgia, 30071 at [*] local time.

On July 2, 2011 the Company entered into a merger agreement with IVD Holdings Inc., which we refer to as “Parent”, and IVD Acquisition Corporation, a wholly-owned indirect subsidiary of Parent, which we refer to as “ Purchaser ”. The merger agreement, which we refer to as the Merger Agreement , provides that Purchaser will merge with and into the Company, which we refer to as the “ Merger ”. If the Merger is completed, the Company will become a wholly-owned indirect subsidiary of Parent, and each share of our common stock, which we refer to as the “ Common Stock ” or the “ Shares ”, will be converted into the right to receive $27.00 net to the seller in cash, without interest and less any applicable withholding taxes as more fully described in the accompanying Proxy Statement, and you will cease to have an ownership interest in the continuing business of the Company. At the special meeting, you will be asked to consider and vote upon a proposal to approve the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the accompanying Proxy Statement and you are encouraged to read it carefully and in its entirety.

The Company’s board of directors, after considering various factors, has unanimously adopted and approved the Merger, the Merger Agreement and the other transactions contemplated thereby, and has determined that the Merger, the Merger Agreement and the transactions contemplated thereby are advisable to, fair to and in the best interests of the Company and its shareholders. THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT. IN ADDITION, THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL (AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT).

Approval of the proposal to approve the Merger Agreement requires the affirmative vote of the holders of a majority of the Shares issued and outstanding on the record date for the special meeting. On [*] 2011, the record date, [*] Shares were issued and outstanding and entitled to be voted at the special meeting. Thus, the affirmative vote of [*] Shares will be required to approve the proposal to approve the Merger Agreement.

The Proxy Statement attached to this letter provides you with information about the Merger Agreement, the Merger and the special meeting. Please read the entire Proxy Statement carefully and in its entirety. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is important, and we encourage you to vote your Shares. If you do not vote, or fail to instruct your broker on how to vote, it will have the same effect as a vote against the approval of the Merger Agreement.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return promptly the enclosed proxy card or submit your proxy or voting instructions by telephone or the Internet. If you hold Shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. These actions will not limit your right to vote in person if you wish to attend the special meeting and vote in person.
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If you have any questions or need assistance voting your Shares, please call Innisfree M&A Incorporated our proxy solicitor, who is assisting us, toll-free at: (888) 750-5834 (banks and brokers may call collect at: (212) 750-5833).

On behalf of the Company’s board of directors, I thank you in advance for your cooperation and continued support.

Sincerely yours,

Joshua H. Levine

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the Merger, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This Proxy Statement is dated [*], 2011 and is first being mailed to our shareholders on or about [*], 2011.
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PRELIMINARY PROXY MATERIAL SUBJECT TO COMPLETION

IMMUCOR, INC.

3150 Gateway Drive

Norcross, Georgia 30071

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [*], 2011

To Our Shareholders:

Notice is hereby given that a special meeting of shareholders of Immucor, Inc., which we refer to as the “Company”, “ Immucor ”, “ we ”, “ us ” or “ our ”, will be held at our headquarters at 3150 Gateway Drive, Norcross, Georgia, 30071, on [*], 2011, at [*] local time, for the following purposes:

1. To consider and vote on a proposal, which we refer to as themerger proposal, to approve the Agreement and Plan of Merger, dated as of July 2, 2011, as amended from time to time, which we refer to as the Merger Agreement , among the Company, IVD Holdings Inc., which we refer to as Parent , and IVD Acquisition Corporation, which we refer to as Purchaser . The Merger Agreement provides that Purchaser will merge with and into the Company, which we refer to as the “ Merger ”, and upon completion of the Merger, each share of the Company’s common stock, which we refer to as the “ Common Stock ” or the “ Shares ”, will be cancelled and converted into the right to receive $27.00 net to the seller in cash, without interest and less any applicable withholding taxes. A copy of the Merger Agreement is attached as Annex A to the accompanying Proxy Statement.

2. To consider and vote on an advisory proposal to approve the compensation that may become payable to our Compensation Proposal Officers (as defined in the accompanying Proxy Statement) in connection with the completion of the proposed Merger, which we refer to as the “ compensation proposal ”.

3. To consider and vote on a proposal to adjourn the special meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the merger proposal, which we refer to as the “ adjournment proposal ”.

4. To transact any other business that may properly come before the special meeting, or any adjournment or postponement of the special meeting, by or at the direction of the board of directors of the Company.

The board of directors has fixed the close of business on [*] as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. Holders of our Common Stock are entitled to dissenters’ rights under Georgia law in connection with the Merger if they meet certain conditions. See “Dissenters’ Rights” in the accompanying Proxy Statement.

Approval of the merger proposal requires the affirmative vote of the holders of a majority of the Shares issued and outstanding on the record date for the special meeting. On [*], the record date, [*] Shares were issued and outstanding and entitled to be voted at the special meeting. Thus, the affirmative vote of [*] Shares will be required to approve the merger proposal.

Even if you plan to attend the meeting in person, we request that you promptly complete, sign, date and return the enclosed proxy or submit your proxy or voting instructions by telephone or the Internet, and thus ensure that your Shares will be represented at the meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal, and in accordance with the recommendation of the board of directors on any other matters properly brought before the meeting for a vote.

Your vote is important, and we encourage you to vote your Shares. If you fail to vote by proxy or in person, or fail to instruct your broker on how to vote, it will have the same effect as a vote “AGAINST” the merger proposal, but will not affect the compensation proposal or the adjournment proposal (provided a quorum is present at the meeting). If you are a shareholder of record and wish to vote in person at the special meeting, you may withdraw your proxy and vote in person.
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Our board of directors, after considering various factors, has unanimously adopted and approved the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement and has determined that the Merger, the Merger Agreement and the transactions contemplated thereby are advisable to, fair to and in the best interests of, the Company and its shareholders. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL. IN ADDITION, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL.

Please carefully read the Proxy Statement and other materials concerning the Company, the Merger Agreement, the merger proposal and the other proposals enclosed with this notice for a more complete statement regarding the matters to be acted upon at the special meeting.

PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME.

By order of the Board of Directors,

Joshua H. Levine

President and Chief Executive

Officer

[*], 2011

Norcross, Georgia

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE OR SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY TELEPHONE OR THE INTERNET IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PRE-PAID IF MAILED IN THE UNITED STATES) IS ENCLOSED IF YOU WISH TO VOTE YOUR SHARES BY MAIL. IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
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TABLE OF CONTENTS

 

 

 

 

 

 

 

  

Page

 

SUMMARY

  

 

1

  

Parties to the Merger Agreement

  

 

1

  

The Merger

  

 

2

  

Merger Consideration

  

 

2

  

Effective Time of the Merger

  

 

2

  

Effect on Stock Options and Other Equity-Based Awards

  

 

2

  

Reasons for the Merger; Recommendation of Our Board of Directors

  

 

3

  

Tender Offer

  

 

3

  

Opinion of Our Financial Advisor

  

 

3

  

Conditions to the Merger

  

 

4

  

Termination of the Merger Agreement

  

 

4

  

Termination Fees

  

 

5

  

Acquisition Proposals

  

 

6

  

Special Meeting; Quorum; Merger Vote

  

 

6

  

Material United States Federal Income Tax Consequences of the Merger

  

 

6

  

Interests of Our Directors and Executive Officers in the Merger

  

 

7

  

Financing of the Merger

  

 

7

  

Regulatory Approvals

  

 

8

  

Litigation Relating to the Merger

  

 

9

  

Dissenters’ Rights

  

 

9

  

Delisting and Deregistration of Our Common Stock

  

 

9

  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

  

 

10

  

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

  

 

15

  

THE SPECIAL MEETING OF THE SHAREHOLDERS

  

 

16

  

Date, Time and Place

  

 

16

  

Purpose of the Special Meeting

  

 

16

  

Recommendation of Our Board of Directors

  

 

16

  

Record Date; Stock Entitled To Vote; Quorum

  

 

16

  

Vote Required

  

 

16

  

Voting of Proxies

  

 

17

  

Revocability of Proxies

  

 

17

  

Solicitation of Proxies

  

 

18

  

Assistance

  

 

18

  

Other Business

  

 

18

  

Adjournments and Postponements

  

 

18

  

THE MERGER

  

 

19

  

Parties to the Merger Agreement

  

 

19

  

Background of the Merger

  

 

19

  

Reasons for the Merger; Recommendation of the Board of Directors

  

 

28

  

Opinion of Our Financial Advisor

  

 

34

  

Projected Financial Information

  

 

41

  

Certain Effects of the Merger

  

 

44

  

Effects on Us if the Merger is Not Completed

  

 

44

  

Interests of Our Directors and Executive Officers in the Merger

  

 

45

  

Dissenters’ Rights

  

 

57

  

Delisting and Deregistration of Our Common Stock

  

 

57

  

Material United States Federal Income Tax Consequences of the Merger

  

 

58

  

Litigation Relating to the Merger

  

 

60

  

PROPOSAL 1 — THE MERGER AGREEMENT

  

 

62

  

DISSENTERS’ RIGHTS

  

 

89

  

MARKET PRICE OF OUR COMMON STOCK

  

 

91

  


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Page

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  

 

92

  

PROPOSAL 2 — THE COMPENSATION PROPOSAL

  

 

95

  

PROPOSAL 3 — THE ADJOURNMENT PROPOSAL

  

 

95

  

OTHER MATTERS

  

 

96

  

FUTURE SHAREHOLDER PROPOSALS

  

 

96

  

SHAREHOLDERS SHARING AN ADDRESS

  

 

96

  

WHERE YOU CAN FIND MORE INFORMATION

  

 

97

  

Annex A — Agreement and Plan of Merger, dated as of July 2, 2011, among the Company, Parentand Purchaser.

  

 

 

 

Annex B — Opinion of Goldman, Sachs & Co., dated July 2, 2011

  

 

 

 

Annex C — Article 13 of the Georgia Business Corporation Code

  

 

 

 


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This Proxy Statement and proxy card are first being mailed on or about [*] 2011 to shareholders who owned Shares as of the close of business on [*].

SUMMARY

This summary highlights selected information from this Proxy Statement and may not contain all of the information that is important to you. To understand the Merger (as defined below) fully, and for a more complete description of the legal terms of the Merger, you should carefully read this entire Proxy Statement, the annexes attached to this Proxy Statement and the documents to which we refer. The Agreement and Plan of Merger, dated as of July 2, 2011 (which we refer to as the “ Merger Agreement ”), by and among, Immucor, Inc. (which we refer to as the “ Company ”, “ Immucor ”, “ we ”, “ our ” or “ us ”), IVD Holdings Inc. (which we refer to as “ Parent ”) and IVD Acquisition Corporation (which we refer to as “ Purchaser ”), is attached as Annex A to this Proxy Statement. The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company (the “ Merger ”). We have included page references in parentheses to direct you to the appropriate place in this Proxy Statement for a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under “ Where You Can Find More Information .”

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