Novatel Inc - Amended Statement of Ownership: Private Transaction (SC TO-T/A)
29 11월 2007 - 7:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO/A
(AMENDMENT
NO. 4)
(Rule 14d-1 and Rule 13e-3)
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
NOVATEL
INC.
(Name of Subject Company
(Issuer))
HEXAGON
CANADA ACQUISITION INC.
(as Offeror)
HEXAGON
AB
(as Parent of Offeror)
Novatel Inc.
(as Issuer)
(Names of
Filing Persons)
Common
Shares
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|
669954109
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(Title of Class of
Securities)
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(CUSIP Number of Class
of Securities)
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Brett
Cooper, Esq.
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Edwin
S. Maynard, Esq.
|
Orrick,
Herrington & Sutcliffe LLP
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Ariel
J. Deckelbaum, Esq.
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405
Howard Street
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Paul,
Weiss, Rifkind, Wharton & Garrison LLP
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San
Francisco, CA 94105-2625
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1285
Avenue of the Americas
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(415)
773-5700
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New York,
NY 10019-6064
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(212)
373-3000
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(Name, address and
telephone number of person authorized to
receive notices
and communications on behalf of filing persons)
With a Copy to
Richard
A. Shaw, Q.C.
|
Kenneth
G. Ottenbreit, Esq.
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Andrew D. Grasby
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Stikeman
Elliott LLP
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McCarthy
Tétrault LLP
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Tower
56, 14
th
Floor
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Suite
3300, 421-7th Avenue SW
|
126
East 56
th
Street
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Calgary,
Alberta, Canada T2P 4K9
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New
York, NY 10022
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(403)
260-3500
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(212)
371-8855
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CALCULATION
OF FILING FEE*
Transaction
Valuation*
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|
Amount
of Filing Fee*
|
$463,654,850.00
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|
$14,234.20
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*
Estimated solely for purposes of
calculating the filing fee in accordance with Rule 0-11 under the Securities
Exchange Act of 1934. The amount of the filing fee is calculated by
multiplying the transaction value by 0.0000307. The transaction value was
determined by multiplying the purchase price of
U.S. $50.00 per share by 9,273,097 shares of common stock, no par value
per share, of NovAtel Inc. (NovAtel) (including 639,061 shares issuable upon
exercise of options and up to a maximum of 1,325 shares that may be issued
pursuant to outstanding retired share units) as of October 8, 2007, as
represented by NovAtel in the Subscription and Support Agreement, dated as of
October 8, 2007, between NovAtel and Hexagon AB (Hexagon).
x
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.
Amount Previously Paid:
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14,234.20
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Filing Party:
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Hexagon Canada Acquisition Inc., Hexagon AB and NovAtel
Inc.
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Form or Registration No.:
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Schedule
TO
and Schedule
13e-3 (File No. 005-50460)
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Date Filed:
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October 19, 2007
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o
Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender
offer.
Check the appropriate
boxes below to designate any transactions to which the statement relates:
S
third-party tender offer subject to
Rule 14d-1.
o
issuer tender offer subject to
Rule 13e-4.
S
going-private transaction subject to
Rule 13e-3.
o
amendment to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer:
x
This
Amendment No. 4 (this Amendment) amends the tender offer statement on
Schedule TO and the Rule 13E-3 transaction statement on Schedule 13E-3 under
cover of Schedule TO as originally filed with the U.S. Securities and Exchange
Commission on October 19, 2007 (the Schedule TO/13E-3), as amended on
November 1, 2007 (Amendment No. 1), November 7, 2007 (Amendment No. 2)
and November 21, 2007 ("Amendment No. 3") (collectively Schedule
TO/13E-3/A) by Hexagon Canada Acquisition Inc. (the Offeror), a wholly-owned
direct subsidiary of Hexagon AB (Hexagon), Hexagon and NovAtel Inc.
(NovAtel). The Schedule TO/13E-3/A was filed with the SEC pursuant to Rule
14d-1 and Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the
Exchange Act).
The
Schedule TO/13E-3/A relates to the offer by the Offeror to purchase all of the
outstanding common shares, no par value per share (other than common shares
owned by the Offeror or any of its affiliates) of NovAtel, at a price of U.S.$50.00
per Share, without interest, which may be deemed to be a Rule 13e-3
transaction pursuant to Rule 13e-3 under the Exchange Act governing
going private transactions. The terms and conditions of the offer are
described in the Amended Offer to Purchase and the related Letter of
Transmittal that were filed with Amendment No. 1 as Exhibit (a)(15) and with
the Schedule TO/13E-3 as Exhibit (a)(2) thereof, respectively, as amended by
Amendment No. 2 and Amendment No. 3.
This Amendment is being
filed on behalf of Offeror, Hexagon and NovAtel.
All capitalized terms
used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Amended Offer to Purchase.
Item 11. Additional Information
Item 11 of this Schedule
TO/13E-3/A is hereby amended and supplemented by adding the following:
The Offer expired at 5:00
p.m., New York, New York time, on Tuesday, November 27, 2007. According to the
Depositary for the Offer, as of such time a total of 8,647,240 Shares were
tendered pursuant to the Offer and not validly withdrawn (including 306,716
Shares delivered pursuant to the guaranteed delivery procedures), which
represent approximately 93.3% of all outstanding Shares (excluding the
Placement Shares already owned by the Offeror). The Offeror has accepted and
will promptly pay for all Shares tendered.
On November 28, 2007, each
of Hexagon and NovAtel issued a press release announcing the results of the
Offer and the Offerors intention to acquire all of the remaining outstanding
Shares by means of a compulsory acquisition in accordance with Canadian law
without action by any other Shareholder. The remaining shares will be acquired in
the compulsory acquisition on the same terms as the shares acquired under the
tender offer. Following the compulsory acquisition, NovAtel will become a wholly-owned
subsidiary of Hexagon.
The full text of the
press releases issued by Hexagon and NovAtel on November 28, 2007 is filed as
Exhibits (a)(18) and
(a)(19) to this Amendment and is incorporated herein by reference.
Item 12. Exhibits and Item 13.
Information Required by Schedule 13E-3 (Item 16. Exhibits):
Item 12, Exhibits and
Item 13, Information Required under Schedule 13E-3 (Item 16. Exhibits) of the
Schedule TO/13E-3/A is amended and supplemented by adding the following to the
Exhibit Index:
Exhibit No.
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Description
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(a)(18)
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Press release issued by
Hexagon, dated November 28, 2007.
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(a)(19)
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Press release issued by
NovAtel, dated November 28, 2007.
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SIGNATURE
After
due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of November 28, 2007 that the information set forth in
this statement is true, complete and correct.
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HEXAGON CANADA ACQUISITION INC.
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By:
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/s/ Frederick W. London
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Name: Frederick W.
London
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Title: Vice President
& Secretary
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HEXAGON AB
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By:
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/s/ Frederick W. London
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Name: Frederick W.
London
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Title: General Counsel
& Attorney-in-Fact
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NOVATEL INC.
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By:
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/s/ Jonathan W. Ladd
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Name: Jonathan W. Ladd
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Title: President and Chief Executive Officer
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EXHIBIT
INDEX
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EXHIBIT
NO.
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DESCRIPTION
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(a)(1)
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Offer to Purchase For
Cash, dated October 19, 2007.
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(a)(2)
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Letter of Transmittal.
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(a)(3)
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Notice of Guaranteed
Delivery.
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(a)(4)
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Directors Circular,
dated October 19, 2007.
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(a)(5)
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Press release by
Hexagon, dated October 19, 2007, announcing the commencement of the Offer.
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(a)(6)*
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Press release relating
to Hexagon proposed acquisition of NovAtel, announced by Hexagon on October
8, 2007.
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(a)(7)*
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Powerpoint presentation
that accompanied a conference call with Hexagons Chief Executive Officer and
President, Ola Rollén, to discuss Hexagons proposed acquisition of NovAtel.
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(a)(8)*
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Transcript
of a conference call with Hexagons Chief Executive Officer and President,
Ola Rollén, to discuss Hexagons proposed acquisition of NovAtel.
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(a)(9)**
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Press
release relating to Hexagon proposed acquisition of NovAtel, announced by
NovAtel on October 8, 2007.
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(a)(10)**
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Email communication to
the employees of NovAtel regarding the proposed acquisition by Hexagon.
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(a)(11)**
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Transcript of October
8, 2007 conference call regarding Hexagons proposed acquisition of NovAtel.
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(a)(12)***
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Letter to Shareholders
of NovAtel, dated October 19, 2007.
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(a)(13)
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Request for Taxpayer
Identification Number and Certification on Form W-9 (including guidelines).
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(a)(14)
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Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding on Form W-8BEN
(including guidelines).
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(a)(15)
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Amended Offer to
Purchase For Cash, dated November 1, 2007.
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(a)(16)
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Amended Director's
Circular, dated November 1, 2007.
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(a)(17)
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Press release issued by
NovAtel, dated November 21, 2007.
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(a)(18)
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Press release issued by
the Hexagon, dated November 28, 2007.
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(a)(19)
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Press release issued by
NovAtel, dated November 28, 2007.
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(c)
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Savvian - Presentation
to the Special Committee of the Board of Directors, dated October 7, 2007.
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(d)(1)
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Subscription and
Support Agreement, dated October 8, 2007, by and between Hexagon and NovAtel.
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(d)(2)
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4% Senior Unsecured
Convertible Debenture Issued by NovAtel in favor of Hexagon, dated as of
October 17, 2007.
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(d)(3)
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Assignment, Assumption
and Novation Agreement, by and among Hexagon, Offeror and NovAtel, dated as
of October 18, 2007.
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(d)(4)
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Strategic Cooperation
Agreement, by and among Leica Geosystems A.G., NovAtel,
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CMC Electronics Inc.
and Oncap L.P., dated as of April 5, 2003 (previously filed with the SEC as
Exhibit 10.14 to NovAtels Annual Report on Form 20-F on May 27, 2004 (File
No. 000-29004)).
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(f)
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Shareholders rights
under compulsory acquisition - Section 206 and 206.1 of Part XVII of the
Canadian Business Corporation Act.
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(i)
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Power of Attorney.
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Previously
filed with the SEC as an Exhibit to the Offeror, Hexagon's and NovAtel's
Schedule TO/13E-3 on October 19, 2007.
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Previously
filed with the SEC as an Exhibit to the Offeror's, Hexagon's and NovAtel's
Schedule TO/13E-3/A on November 7, 2007.
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Previously
filed with the SEC as an Exhibit to the Offeror's, Hexagon's and NovAtel's
Schedule TO/13E-3/A on November 21, 2007.
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*
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Previously
filed with the SEC as an Exhibit to Hexagons Schedule TO-C on
October 9, 2007 (File No. 005-50460).
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**
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Previously
filed with the SEC as an Exhibit to NovAtels Schedule 14D-9 on October 9,
2007 (File No. 005-50460).
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***
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Previously
filed with the SEC as an Exhibit to NovAtels Schedule 14D-9 on October 19,
2007 (File No. 005-50460).
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Novatel (MM) (NASDAQ:NGPS)
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