Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated Series A Junior Participating Preferred Stock Purchase Rights) of Kensey Nash Corporation at $38.50 Net Per Share by Biomedical Acquisition Corporation an...Royal DSM N.V. • May 21st, 2012 • Surgical & medical instruments & apparatus
Biomedical Acquisition Corporation, a Delaware corporation ("Purchaser") and an indirect wholly-owned subsidiary of Koninklijke DSM N.V., a corporation organized in the Netherlands ("DSM"), hereby offers to purchase all issued and outstanding shares of common stock, par value $0.001, including the associated Series A Junior Participating Preferred Stock Purchase Rights (the "Shares"), of Kensey Nash Corporation, a Delaware corporation ("Kensey Nash"), at a price of $38.50 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
CONFIDENTIALITY AND STANDSTILL AGREEMENTConfidentiality and Standstill Agreement • May 21st, 2012 • Royal DSM N.V. • Surgical & medical instruments & apparatus • Delaware
Jefferies & Company, Inc. (“Jefferies”) has been engaged by Kensey Nash Corporation (the “Company”) to assist and advise the Company in connection with a possible transaction (a “Transaction”) with Royal DSM N.V. and/or one or more subsidiaries of Royal DSM N.V. (collectively, “DSM” or “you”). In connection with your interest in a Transaction, you have requested that you or your Representatives (as defined below) be furnished with access to certain information relating to the Company and its subsidiaries which is non-public, confidential or proprietary in nature. As a condition to furnishing you and your Representatives with access to such information, you agree, as set forth below, that you and your Representatives will treat confidentially all such information furnished (whether in written or oral form, electronically stored or otherwise) to you or your Representatives by or on behalf of the Company, whether before or after the date hereof, including without limitation, any analyses,
