- Amended tender offer statement by Third Party (SC TO-T/A)
21 1월 2011 - 8:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
LASERCARD
CORPORATION
(Name of Subject Company)
AMERICAN ALLIGATOR ACQUISITION CORP.
a wholly-owned subsidiary of
ASSA ABLOY INC.
a wholly-owned subsidiary of
ASSA ABLOY AB
(Names of Filing Persons (Offerors))
COMMON STOCK,
$0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
51807U101
(CUSIP Number of Class of Securities)
William West
Senior Vice President and Chief Financial Officer
HID Global Corporation
c/o ASSA ABLOY Inc.
15370 Barranca Parkway
Irvine, CA 92618
Tel: (949) 732-2003
Fax: (949) 732-2120
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
William C. Hicks, Esq.
Matthew J. Gardella, Esq.
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Tel: (617) 239-0100
Fax: (617) 227-4420
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$ 78,638,883
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$ 5,606.95
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*
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Estimated solely for the purpose of calculating the filing fee. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of
common stock, $0.01 par value per share, of LaserCard Corporation. at a purchase price of $6.25 per share, with 12,348,904 shares issued and outstanding, 661,681 shares issuable upon exercise of outstanding options (with a weighted average exercise
price of $5.17, and 119,392 restricted stock units in each case as of December 14, 2010, as represented by LaserCard Corporation.
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**
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The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by
0.0000713.
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x
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$5,606.95
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Filing Party:
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American Alligator Acquisition Corp., ASSA
ABLOY Inc. and ASSA ABLOY AB
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Form or Registration No.:
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Schedule TO
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Date Filed:
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December 22, 2010
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check
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the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
¨
This Amendment No. 4 (Amendment No. 4) amends and supplements the
Tender Offer Statement on Schedule TO (the Schedule TO) originally filed with the Securities and Exchange Commission (SEC) on December 22, 2010, as amended and supplemented by Amendment No. 1 filed with
the SEC on January 6, 2011 (Amendment No. 1), Amendment No. 2 filed with the SEC on January 19, 2011 (Amendment No. 2) and Amendment No. 3 filed with the SEC on January 20, 2011
(Amendment No. 3) by American Alligator Acquisition Corp. (Purchaser), a Delaware corporation and wholly-owned subsidiary of ASSA ABLOY Inc. (ASSA US), which is an Oregon corporation and wholly-owned
subsidiary of ASSA ABLOY AB (ASSA ABLOY), a limited liability corporation organized under the laws of Sweden, to purchase all of the outstanding shares of common stock, $0.01 par value per share, of LaserCard Corporation, a Delaware
corporation (LaserCard) (collectively the Shares and each share thereof a Share), at a purchase price of $6.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 22, 2010 (the Offer to Purchase) and the related Letter of Transmittal (the Letter of Transmittal which, together with
the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the Offer). This Amendment No. 4 is being filed on behalf of Purchaser, ASSA US and ASSA ABLOY.
All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the Schedule TO, as
amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3. The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and
supplemented by adding the following text thereto:
As previously disclosed, there are three lawsuits related to the
transaction that have been filed in the Court of Chancery in the State of Delaware, the Kahn Complaint, the Goodman Complaint (which was amended such that Sanford Berman has replaced Mr. Goodman as the named plaintiff) and the Black Complaint
(together, the Delaware Complaints). The defendants believe that the Delaware Complaints each are entirely without merit and that they have valid defenses to all claims. Nevertheless, and despite their belief that they ultimately would
have prevailed in the defense of the plaintiffs claims, to minimize the costs associated with this litigation, on January 20, 2011, the defendants entered into a memorandum of understanding (MOU) with the plaintiffs providing
for the settlement of all claims in the three stockholder actions covered by the Delaware Complaints. Under the MOU, and subject to court approval and further definitive documentation, the plaintiffs and the Class settle and release, against the
named defendants and their affiliates and agents, all claims in the Delaware Complaints and any potential claim related to (i) the Offer or the Merger, or any amendment thereto; (ii) the adequacy of the consideration to be paid to
LaserCard shareholders in connection with the Offer or the Merger; (iii) the fiduciary obligations of any of the defendants or other released parties in connection with the Offer or the Merger, or any amendment thereto; (iv) the
negotiations in connection with the Offer and the Merger, or any amendment thereto; or (v) the disclosures or disclosure obligations of any of the defendants or other released parties in connection with the Offer and the Merger. Pursuant to the
terms of the MOU, LaserCard provided additional supplemental disclosures to its Schedule 14D-9 (such disclosures were set forth in Amendment No. 2 to its 14D-9 filed with the Securities and Exchange Commission on January 19, 2011). The
defendants have also agreed not to oppose any fee application by plaintiffs counsel that does not exceed $300,000. The settlement, including the payment by LaserCard or any successor thereto of any such attorneys fees, is also contingent
upon, among other things, the Merger becoming effective under Delaware law. In the event that the settlement is not approved and such conditions are not satisfied, the defendants will continue to vigorously defend against the allegations in the
Delaware Complaints. The foregoing summary is qualified in its entirety by reference to the MOU, which is filed as Exhibit (a)(5)(K) to Amendment No. 4 to LaserCards Schedule 14D-9, filed on January 20, 2011, and is incorporated
herein by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(F)
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Memorandum of Understanding, dated January 20, 2011. Filed as Exhibit (a)(5)(K) to Amendment No. 4 to LaserCards Schedule 14D-9 on January 20, 2011
and incorporated herein by reference.
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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.
Dated: January 20, 2011
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AMERICAN ALLIGATOR ACQUISITION CORP.
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By:
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/
S
/ D
ENIS
R.
H
ÉBERT
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Name:
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Denis R. Hébert
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Title:
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President
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Dated: January 20, 2011
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ASSA ABLOY INC.
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By:
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/s/ J
EFFREY
A.
M
ERESCHUK
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Name:
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Jeffrey A. Mereschuk
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Title:
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Executive Vice President and CFO
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Dated: January 20, 2011
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ASSA ABLOY AB
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By:
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/s/ D
ENIS
R.
H
ÉBERT
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Name:
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Denis R. Hébert
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Title:
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Executive Vice President
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EXHIBIT INDEX
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Exhibit
Number
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Document
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(a)(5)(F)
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Memorandum of Understanding, dated January 20, 2011. Filed as Exhibit (a)(5)(K) to Amendment No. 4 to LaserCards Schedule 14D-9 on January 20, 2011 and incorporated herein by
reference.
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