ICEL Cellular Dynamics International, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Cellular Dynamics International, Inc.

(Name of Subject Company (Issuer))

Badger Acquisition Corporation

(Offeror)

a wholly owned direct subsidiary of

FUJIFILM Holdings America Corporation

(Direct Parent of Offeror)

a wholly owned direct subsidiary of

FUJIFILM Corporation

(Parent of Offeror)

a wholly owned direct subsidiary of

FUJIFILM Holdings Corporation

(Ultimate Parent of Offeror and Co-Offeror)

(Name of Filing Persons)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

15117V109

(CUSIP Number of Class of Securities)

Corporate Planning Div. Corporate Planning Group

FUJIFILM Holdings Corporation

7-3 Akasaka 9-chome, Minato-ku

Tokyo 107-0052, Japan

+81-3-6271-1061

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed by Badger Acquisition Corporation, a Wisconsin corporation (“Purchaser”) and a wholly owned direct subsidiary of FUJIFILM Holdings America Corporation, a Delaware corporation and a wholly owned direct subsidiary of FUJIFILM Corporation, a corporation organized under the laws of Japan and a wholly owned direct subsidiary of FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), with the Securities and Exchange Commission (the “SEC”) on April 3, 2015 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of the common stock, par value $0.0001 per share (the “Shares”), of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), at a price of $16.50 per Share, net to the seller in cash (less any applicable withholding of taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 3, 2015 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

This Amendment No. 2 is being filed on behalf of Parent and Purchaser, each of which may be considered a co-bidder for SEC purposes with respect to the Offer. The filing of this Amendment No. 2 by the other filings persons is not an admission that such other filings persons (or any of their affiliates other than Parent and Purchaser) is a bidder within the meaning of Rule 14d-1 under the Securities Exchange Act of 1934, as amended.

The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated by reference in answers to Items 1 through 13 of the Schedule TO, and is supplemented by the information specifically provided herein.

This Amendment No. 2 is being filed to amend and supplement Item 11 of the Schedule TO as reflected below.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 17— “Legal Proceedings” of the Offer to Purchase, is hereby amended and supplemented by adding the following text as a new third and fourth paragraph of that section.

On April 15, 2015, a third putative class action lawsuit was filed in the Circuit Court of Dane County, Wisconsin, Civil Division (captioned Cregg v. Cellular Dynamics International, Inc., et al., Case No.: 15CV0994). Based on allegations similar to those in the Gordon complaint, the Cregg complaint asserts similar claims and seeks similar relief on behalf of the same putative class and also asserts derivative claims on behalf of the Company.

On April 22, 2015, the Company entered into a memorandum of understanding (the “MOU”) with the plaintiffs in the Gordon, Kahl and Cregg actions, which sets forth the parties’

agreement in principle for settlement. The Company has informed Parent and Purchaser that the Company believes no further disclosure is required to supplement the Schedule 14D-9 filed by the Company with the SEC (together with any subsequent amendments and supplements thereto, the “Schedule 14D-9”) under applicable laws; however, to avoid the risk that the Gordon, Kahl or Cregg actions may delay or otherwise adversely affect the consummation of the Merger and to minimize the expense of defending such actions, the Company has agreed, pursuant to the terms of the MOU, to (i) make certain supplemental disclosures in the Schedule 14D-9, which are set forth in Amendment No. 2 to the Schedule 14D-9, and (ii) pay or cause to be paid certain attorneys’ fees and expenses sought by plaintiffs subject to approval by the Court. Pursuant to the MOU, subject to certain confirmatory discovery by the plaintiffs in such actions, the parties expect to execute a stipulation of settlement, which will be subject to approval by the Circuit Court of Dane County, Wisconsin following the filing of Amendment No. 2 to the Schedule 14D-9. There can be no assurance that the settlement will be finalized or that the Circuit Court of Dane County, Wisconsin will approve the settlement.

SIGNATURES

After due 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.

Date: April 22, 2015

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