UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)

 

MICROFLUIDICS INTERNATIONAL CORPORATION

NANO MERGER SUB, INC.
IDEX CORPORATION

Common Stock, par value $0.01 per share		595074105
(Titles of classes of securities)		(CUSIP number of class of securities)

Mark D. Gerstein, Esq.
Latham & Watkins LLP
233 South Wacker Drive, Chicago, Illinois 60606
Tel: (312) 876-7700

	Transaction Valuation*			Amount of Filing Fee**
	$14,075,973.45			$1,634.22

Amount Previously Paid: $1,634.22		Filing Party: IDEX Corporation, Nano Merger Sub, Inc.
Form or Registration No. Schedule TO		Date Filed: January 25, 2011

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:

þ		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. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on January 25, 2011 (which, together with this Amendment, Amendment No. 1, filed January 28, 2011, Amendment No. 2, filed February 16, 2011, and any subsequent amendments and supplements thereto, collectively constitute this “Schedule TO”) by Nano Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of IDEX Corporation, a Delaware corporation (“IDEX”), relating to the offer by the Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Microfluidics International Corporation, a Delaware corporation (“Microfluidics”), at a purchase price of $1.35 per Share, net to the seller in cash, without interest but subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 25, 2011, and in the related Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of IDEX and the Purchaser. Capitalized terms used and not otherwise defined in this Amendment shall have the meaning assigned to such terms in the Offer to Purchase or in the Statement.

Item 11. Additional Information

     Item 11 of this Schedule TO is hereby amended and supplemented by including the following:

     “The Offer expired at 12:00 midnight, New York City time, on Thursday, February 24, 2011. The Purchaser has been advised by the Depositary that 6,875,929 Shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 65.92% of the Shares outstanding as of February 24, 2011. The Depositary has also advised the Purchaser that it has received commitments to tender approximately 64,802 additional Shares pursuant to the Offer’s guaranteed delivery procedure. Following the expiration of the Offer, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer (including Shares tendered to the depositary pursuant to the Offer’s guaranteed delivery procedure) according to the terms and conditions of the Offer.

     On February 25, 2011, and in accordance with the Merger Agreement, IDEX announced that the Purchaser has commenced a Subsequent Offering Period to acquire all of the remaining untendered Shares to permit stockholders who have not yet tendered their Shares the opportunity to do so. The Subsequent Offering Period will expire at 5:00 p.m., New York City time, on March 3, 2011, unless extended. Any such extension will be followed promptly by public announcement, which will be issued no later than 9:00 a.m., New York City time, on the next business day after the Subsequent Offering Period was scheduled to expire. During this Subsequent Offering Period, holders of Shares of Microfluidics’ common stock who did not previously tender their Shares into the Offer will receive the same consideration payable to stockholders who tendered during the initial offering period, $1.35 per Share, net to the seller in cash without interest but subject to any applicable tax withholding. During the Subsequent Offering Period, the Purchaser will immediately accept for payment and promptly pay for properly tendered Shares as such Shares are tendered. Procedures for tendering Shares during the Subsequent Offering Period are the same as during the initial offering period with two exceptions: (1) stockholders will not be permitted to tender Shares by means of guaranteed delivery; and (2) pursuant to Rule 14d-7(a)(2) under the Exchange Act, Shares tendered during the Subsequent Offer Period may not be withdrawn. In addition, Shares previously tendered into the Offer and accepted for payment may not be withdrawn during the Subsequent Offering Period. IDEX and the Purchaser reserve the right to extend the Subsequent Offering Period in accordance with Rule 14d-11 under the Exchange Act. For more information about the Subsequent Offering Period, see “Section 1 — Terms of the Offer” of the Offer to Purchase.

     If, following the expiration of the Subsequent Offering Period (as it may be extended), or upon exercise of the Top-Up Option pursuant to the Merger Agreement, IDEX owns 90 percent or more of the aggregate number of Shares outstanding, then IDEX intends to complete the acquisition of Microfluidics through a “short-form” merger as soon as practicable in accordance with applicable provisions of Delaware law that authorize the completion of the merger without a vote or meeting of stockholders of Microfluidics. If Purchaser is not able to consummate a “short-form” merger, it intends to seek approval of the merger by a vote of Microfluidics’ stockholders at a duly held meeting, where, as a result of Purchaser’s acquisition of Shares in the Offer, Purchaser will be able to approve the merger without the affirmative vote of any other stockholder.

     Upon the consummation of the merger, pursuant to the terms of the Merger Agreement, all remaining publicly held Shares (other than Shares held by holders who properly exercise their appraisal rights under applicable

Delaware law) will be converted into the right to receive $1.35 per Share, net to the holder in cash, without interest but subject to any applicable tax withholding, in the merger.

     On February 25, 2011, IDEX issued a press release announcing the expiration of the Offer and the commencement of the Subsequent Offering Period. The press release is filed as Exhibit (a)(1)(M) to this Schedule TO and the information set forth in the press release is incorporated herein by reference.”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

     “(a)(1)(M) Press Release issued by IDEX on February 25, 2011.”

SIGNATURES

     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.

Date: February 25, 2011

INDEX TO EXHIBITS

(a)(1)(A)		Offer to Purchase, dated as of January 25, 2011.*+
(a)(1)(B)		Letter of Transmittal.*+
(a)(1)(C)		Notice of Guaranteed Delivery.*+
(a)(1)(D)		Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(F)		Joint Press Release issued by IDEX and Microfluidics on January 11, 2011 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by IDEX with the SEC on January 11, 2011).
(a)(1)(G)		Summary Advertisement published on January 25, 2011.*
(a)(1)(H)		Press Release issued by IDEX on January 25, 2011.*
(a)(1)(I)		Complaint filed in the Court of Chancery of the State of Delaware, captioned Joseph P. Daly v. Michael Ferrara, George Uveges, Leo Roy, Eric Walters, Henry Kay, Stephen Robinson, Microfluidics International Corporation, IDEX Corporation, and Nano Merger Sub, Inc., C.A. No. 6126 (incorporated by reference to Exhibit (a)(1)(L) to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Microfluidics with the SEC on January 25, 2011).
(a)(1)(J)		Amended Complaint filed in the Court of Chancery of the State of Delaware, captioned Joseph P. Daly v. Michael Ferrara, George Uveges, Leo Roy, Eric Walters, Henry Kay, Stephen Robinson, Microfluidics International Corporation, IDEX Corporation, and Nano Merger Sub, Inc., C.A. No. 6126-VCS.**
(a)(1)(K)		Complaint filed in the Superior Court of Middlesex County in the Commonwealth of Massachusetts, captioned Paul Shumsky v. Microfluidics International Corporation, Michael Ferrara, George Uveges, Leo Roy, Eric Walters and Henry Kay, C.A. No. 11-0186 (incorporated by reference to Exhibit (a)(1)(M) to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Microfluidics with the SEC on January 25, 2011).
(a)(1)(L)		Amended Complaint filed in the Massachusetts Superior Court for Middlesex County, captioned Paul Shumsky v. Microfluidics International Corporation; IDEX Corporation; Nano Merger Sub, Inc.; George Uveges; Eric G. Walters; Henry Kay; Leo Pierre Roy; Michael C. Ferrara; and Stephen J. Robinson, C.A. No. 11-0186, dated February 1, 2011 (incorporated by reference to Exhibit (a)(1)(O) to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Microfluidics with the SEC on February 8, 2011).
(a)(1)(M)		Press Release issued by IDEX on February 25, 2011.
(d)(1)		Agreement and Plan of Merger, dated as of January 10, 2011, among IDEX, the Purchaser and Microfluidics (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Microfluidics with the SEC on January 11, 2011).
(d)(2)		Form of Tender and Support Agreement, dated as of January 10, 2011, among IDEX, the Purchaser, and each of Irwin J. Gruverman, Michael C. Ferrara, Peter F. Byczko, William J. Conroy, George Uveges, Leo Pierre Roy, Eric G. Walters, Henry Kay and Stephen J. Robinson (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Microfluidics with the SEC on January 11, 2011).
(d)(3)		Tender and Support Agreement, dated as of January 12, 2011, among IDEX, the Purchaser and Marjorie Gruverman (incorporated by reference to Exhibit (e)(19) to the Schedule 14D-9 filed by Microfluidics with the SEC on January 25, 2011).
(d)(4)		Confidentiality Agreement, dated as of November 24, 2009, by and between Microfluidics and IDEX.*
(d)(5)		Exclusivity Agreement, dated as of July 23, 2010, by and between Microfluidics and IDEX.*

(d)(6)		Agreement Concerning Debenture, dated as of January 10, 2011, among IDEX, the Purchaser, Global Strategic Partners, LLC, Abraxis BioScience, LLC and American Stock Transfer and Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Microfluidics with the SEC on January 11, 2011).