UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Global Med Technologies, Inc.
(Name of Subject Company)
Global Med Technologies, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
37935E101
(CUSIP Number of Class of Securities)
Michael I. Ruxin
Chief Executive Officer
Global Med Technologies, Inc.
12600 West Colfax, Suite C-420,
Lakewood, CO 80215
(303) 238-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Clayton E. Parker
Martin T. Schrier
K&L Gates LLP
200 S. Biscayne Boulevard, Suite 3900
Miami, Florida 33131
(305) 539-3300
þ Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This filing on Schedule 14D-9 relates to a planned tender offer by Atlas Acquisition Corp.
(Acquisition Sub), a Colorado corporation and a wholly-owned subsidiary of Haemonetics
Corporation (Haemonetics), a Massachusetts corporation, to purchase all of the outstanding shares
of common stock, $0.01 par value per share, and all of the outstanding shares of preferred stock,
$0.01 par value per share, of Global Med Technologies, Inc. (Global Med), a Colorado corporation,
to be commenced pursuant to an Agreement and Plan of Merger, dated as of January 31, 2010, by and
among Haemonetics, Acquisition Sub and Global Med.
Forward-Looking Statements
This document contains forward-looking statements, including those relating to Haemonetics
anticipated acquisition of Global Med and expected benefits and effects of the transaction.
Forward-looking statements may contain words such as expect, believe, may, can, should,
will, forecast, anticipate or similar expressions, and include the assumptions that underlie
such statements. These statements are subject to known and unknown risks and uncertainties that
could cause actual results to differ materially from those stated or implied, including but not
limited to: the risk that the transaction will not be consummated in a timely manner or at all if,
among other things, fewer than a majority of the shares of Global Med common stock are tendered,
clearance under the Hart-Scott-Rodino Antitrust Improvements Act is not obtained, or other closing
conditions are not satisfied; and that Global Meds business will have been adversely impacted
during the pendency of the tender offer. All forward-looking statements are based on managements
estimates, projections and assumptions as of the date hereof and are subject to risks and
uncertainties, which may cause Global Meds actual results to differ materially from the statements
contained herein. Undue reliance should not be placed on forward-looking statements, which speak
only as of the date they are made. Neither Global Med nor Haemonetics undertake any obligation to
update publicly any forward-looking statements to reflect new information, events or circumstances
after the date they were made, or to reflect the occurrence of unanticipated events. Additional
information on these and other risks, uncertainties and factors is included in Global Meds Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other
documents filed with the SEC.
Additional Information and Where to Find It
The tender offer described herein has not commenced. This announcement is for informational
purposes only and is neither an offer to purchase nor a solicitation of an offer to sell capital
stock of Global Med. At the time the tender offer is commenced, Haemonetics and Acquisition Sub
will file a Tender Offer Statement on Schedule TO with the SEC and Global Med will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
The tender offer will be made solely by the Tender Offer Statement. Holders of shares of Global Med
common stock and preferred stock are urged to read the Tender Offer Statement (including the Offer
to Purchase, related Letter of Transmittal and all other offer documents) and the
Solicitation/Recommendation Statement when they become available because they will contain
important information that holders of shares of Global Med common stock and preferred stock should
consider before making any decision regarding tendering their securities.
Stockholders of Global Med will be able to obtain free copies of the Tender Offer Statement, the
Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by
Haemonetics and Global Med through the web site maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies of these documents by contacting
the Investor Relations department of Global Med at 303-238-2000 or by mailing a request to Global
Med at 12600 West Colfax, Suite C-420, Lakewood, CO 80215.
The following is a copy of an update posted on the Global Med website on February 11, 2010.
CORPORATE UPDATE
Global Med Technologies is pleased to announce plans for a merger-acquisition between
Haemonetics, a global leader in blood management solutions and Global Med Technologies, an
international health information technology company.
About the Acquisition Process
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On February 1, 2010 Haemonetics and Global Med announced Haemonetics plans to
acquire Global Meds international business through the purchase of Global Meds outstanding
shares |
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Subject to customary closing conditions, including the tender of at least a
majority of the shares of Global Meds preferred and common stock |
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Acquisition is expected to close in the second calendar quarter 2010 |
Who is Haemonetics?
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A $600 million global leader in blood management solutions |
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Publicly traded as HAE on the New York Stock Exchange |
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Employs more than 1,800 people in 16 countries and markets products in over 50 countries |
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Haemonetics helps plasma fractionators, hospitals and blood collectors to improve health care and lower costs by
optimizing the collection, processing, and use of scarce blood resources |
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Haemonetics has integrated their device, IT, and service offerings into comprehensive blood management solutions to
help manage the blood supply chain and improve blood management practices |
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Software products include: |
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Hemasphere (Haemonetics Altivation ) mobile drive resource management |
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Surround (Haemonetics IDM) blood laboratory system |
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elynx workflow optimization system |
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Blood component collection technologies |
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Surgical blood salvage systems |
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Diagnostics products for enhanced blood management in surgery |
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Blood Track® software enabled refrigerators for the automated
disposition of blood components at the point of care |
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Single-use consumables for their devices |
Why is Haemonetics acquiring Global Med?
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This acquisition accelerates Haemonetics vision of offering a complete suite of products required to
accomplish an integrated data management system from the very front end of the blood management process
(web-enabled donor recruitment) to the automated disposition of blood to the patient at the point of
care, by building integrated software offerings. |
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Global Med offers products that complement Haemonetics existing platforms: |
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Donor Recruitment System |
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Donor Management Information System |
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Cellular Therapy/Tissue Tracking System |
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Hospital Transfusion Information System |
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Global Med has an international presence in blood bank and hospital based transfusion management
systems (Global Meds Inlog SA subsidiary) |
Why is Global Med joining with Haemonetics?
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Together, we can help our customers improve efficiencies and achieve improved
economic and clinical outcomes to deliver best blood management practices and maintain
regulatory compliance |
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We share a common strategy to provide blood management tools to hospitals and
blood centers that can help improve patient care and reduce costs |
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Haemonetics brings: |
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devices, software, and consulting services for optimal blood management in the
blood center and hospital markets |
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global reach, strong sales force in blood banks and hospitals, and resources |
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Both companies have a strong reputation for industry leadership and customer satisfaction |
How will this impact me?
Will my software continue to be supported?
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Yes, we will continue to support existing platforms |
How will this affect my User Group, client support and technical services support?
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User Groups are client-sponsored organizations and should not be affected |
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There are no plans to change support services |
What if I am in the middle of an implementation or upgrade?
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Global Med is proceeding business as usual in all areas of client
implementation and support |
What additional benefits will I gain?