SEC Form 3 · accession 0001209191-15-032000

CELLULAR DYNAMICS INTERNATIONAL, INC. · ICEL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1FUJIFILM Holdings Corporation ("Parent"), Badger Acquisition Corporation, a wholly owned indirect subsidiary of Parent ("Purchaser"), and Cellular Dynamics International, Inc. (the "Issuer"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 30, 2015, pursuant to which Purchaser is conducting a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.0001 per share, of the Issuer (the "Shares"), at a price of $16.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated April 3, 2015, as amended, attached as an exhibit to the Tender Offer Statement on Schedule TO, as amended, filed by Parent, FUJIFILM Corporation, a wholly owned subsidiary of Parent, FUJIFILM Holdings America Corporation, a wholly owned subsidiary of FUJIFILM Corporation, and Purchaser with the Securities and Exchange Commission on April 3, 2015.
• F2As an inducement for Parent and Purchaser to enter into the Merger Agreement, on March 30, 2015, contemporaneously with the execution of the Merger Agreement, each of Thomas M. Palay, Robert J. Palay, Craig T. January, James A. Thomson, Kenneth C. Hunt, Michael Van Handel, Sheli Z. Rosenberg, Stanley D. Rose, Susan Willetts, and Tactics II Limited Liability Company (the "Certain Shareholders"), entered into a tender and support agreement with and in favor of Parent and Purchaser (the "Tender Agreements"). An aggregate of 1,949,640 outstanding Shares are subject to the Tender Agreements. Pursuant to the Tender Agreements, if the Certain Shareholders acquire beneficial or record ownership of any additional Shares, such Shares will also be subject to the Tender Agreements.

Remarks

Exhibit List Exhibit 24.1 - Joint Filing Agreement and Power of Attorney, dated April 3, 2015, by and among Parent, FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Purchaser (incorporated by reference to Exhibit (d)(5) to Schedule TO filed with the SEC on April 3, 2015 by Parent, FUJIFILM Corporation, FUJIFILM Holdings America Corporation and Purchaser) Exhibit 99 - Joint Filer Information