- Amended Statement of Beneficial Ownership (SC 13D/A)
22 Febrero 2011 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Talecris Biotherapeutics Holdings Corp.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
(CUSIP Number)
Grifols, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Valles 08174, Barcelona, Spain
Tel: +34 93 571 0500
Attention: Víctor Grifols
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
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Proskauer Rose LLP
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Osborne Clarke S.L.P.
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1585 Broadway
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Avenida Diagonal, 477
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New York, NY 10036
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Planta 20, 08036 Barcelona, Spain
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Tel: (212) 969-3000
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Tel: +34 93 419 1818
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Attention: Peter G. Samuels, Esq.
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Attention: Tomás Dagá and Raimon Grifols
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Grifols, S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Spain
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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61,175,236 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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61,175,236 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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49.8% (See Item 5)
(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
Based on 122,875,752 shares of the issuers common stock outstanding as of June 6, 2010, as
represented by the issuer in the Merger Agreement (as defined below).
Page 2 of 4
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (this
Schedule 13D
) amends the statement on
Schedule 13D which was originally filed by the Reporting Person with the Securities and Exchange
Commission (the
Commission
) on June 16, 2010 (the
Statement
) with respect to
the common stock, par value $0.01 per share (the
Shares
), of Talecris Biotherapeutics
Holdings Corp., a Delaware corporation (the
Company
). The principal executive offices of
the Company are located at P.O. Box 110526, 4101 Research Commons, 79 T.W. Alexander Drive,
Research Triangle Park, North Carolina 27709. This Schedule 13D amends the Statement as
specifically set forth herein. Unless otherwise defined herein, capitalized terms used but not
defined in this Schedule 13D have the respective meanings ascribed to them in the Statement.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby supplemented by adding thereto the following information:
The Merger Agreement, and the Mergers contemplated thereby, obtained the approval of the
stockholders of the Company (which approval was required for the consummation of the Mergers) at a
special meeting of the stockholders held on February 14, 2011 (the
Special Meeting
).
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby supplemented by adding thereto the following information:
The Talecris Stockholder voted the Covered Shares in favor of the Merger Agreement at the
Special Meeting.
Page 3 of 4
SIGNATURE
After reasonable 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.
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Date: February 23, 2011
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GRIFOLS, S.A.
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By:
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/s/ David I. Bell
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Name:
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David I. Bell
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Title:
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Authorized Signatory
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Page 4 of 4
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