UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Solicitation/Recommendation
Statement under Section 14(d)(4)
of the Securities Exchange Act of
1934
(Amendment
No. 5)
OMRIX
BIOPHARMACEUTICALS, INC.
(Name
of Subject Company)
OMRIX
BIOPHARMACEUTICALS, INC.
(Names
of Persons Filing Statement)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
681989109
(CUSIP
Number of Class of Securities)
Robert
Taub
Chief
Executive Officer
Omrix
Biopharmaceuticals, Inc.
1120
Avenue of Americas
New
York, New York 10036
(212)
887-6500
(Name,
address and telephone numbers of person authorized to receive
notices
and communications on behalf of the persons filing statement)
With
copies to:
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David
Fox and Randall Doud
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, New York 10036
(212)
735-3000
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[
]
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender
offer.
This
Amendment No. 5 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Omrix
Biopharmaceuticals, Inc. (the "Company") initially filed on November 26, 2008,
as amended by Amendment No. 1 thereto filed on December 1, 2008, Amendment No. 2
thereto filed on December 5, 2008, Amendment No. 3 thereto filed on December 11,
2008 and Amendment No. 4 thereto filed on December 17, 2008 (the
"Statement").
The Statement relates to the cash tender offer
by Binder Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Johnson & Johnson ("Parent"), disclosed in a Tender Offer Statement on
Schedule TO dated November 25, 2008 filed with the Securities and Exchange
Commission, to purchase all of the Company's outstanding common stock, par value
$0.01 per share (the "Shares"), at a price of $25.00 per Share, net to the
selling stockholder in cash without interest, less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 25, 2008 (as amended or supplemented from time to time,
the "Offer to Purchase") and in the related Letter of Transmittal (as amended or
supplemented from time to time, the "Letter of Transmittal" and, together with
the Offer to Purchase, the "Offer"), which were filed with the Statement as
Exhibits (a)(1) and (a)(2) thereto. Except as otherwise set
forth below, the information set forth in the Statement remains unchanged and is
incorporated by reference as relevant to the items in this
Amendment. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Statement.
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Item
3.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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Item
3 is hereby amended and supplemented by adding the following text to the end of
subsection (b) entitled “Arrangements with Parent and Purchaser—the Merger
Agreement”.
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.
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Item
8.
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Additional
Information
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Subsection
(c) of Item 8 entitled “Regulatory Approvals—Other Foreign Laws” is hereby
amended and supplemented by adding the following text to the end of such
section.
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
its knowledge and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
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OMRIX
BIOPHARMACEUTICALS, INC.
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By:
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/s/ Nanci Prado
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Name:
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Nanci
Prado
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Title:
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Vice
President, General
Counsel
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Dated:
December 18, 2008