UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 1
(Rule
14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Superior Essex Inc.
(Name of Subject Company (Issuer))
Cyprus Acquisition Merger Sub, Inc.
and
LS Corp.
(Names of Filing
Persons (Offerors))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86815V105
(CUSIP Number of Class of Securities)
Choong-hyun Kim
c/o LS Cable Ltd.
15F, LS Tower, 1026-6 Hogye-dong, Dongan-gu
Anyang-si, Gyeonggi-do
Korea 431-080
+ 82-2-2189-9114
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf
of Filing Persons)
Copy to:
Victor I.
Lewkow, Esq.
Sang Jin Han, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
|
|
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$ 929,754,540
|
|
$36,539.35
|
*
|
For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 21,055,584 shares of
common stock, par value $0.01 per share, of Superior Essex Inc. outstanding on a fully diluted basis, consisting of: (a) 19,733,803 shares of common stock issued and outstanding, and (b) 927,409 shares of common stock issuable on or before
expiration of the offer pursuant to existing stock options and other equity-based awards, and (ii) the tender offer price of $45.00 per share.
|
**
|
The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.00003930.
|
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:
|
|
$36,539.35
|
|
Filing Party:
|
|
Cyprus Acquisition Merger Sub, Inc. and LS Corp.
|
Form or Registration No.:
|
|
Schedule TO
|
|
Date Filed:
|
|
July 1, 2008
|
¨
|
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:
x
|
third-party tender offer subject to Rule 14d-1.
|
¨
|
issuer tender offer subject to Rule 13e-4.
|
¨
|
going-private transaction subject to Rule 13e-3.
|
¨
|
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:
¨
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this
Amendment
), filed with the Securities and Exchange Commission on July 21, 2008, amends and supplements the Tender Offer Statement on Schedule TO filed on July 1, 2008 (the
Schedule TO
) and relates to
the offer by Cyprus Acquisition Merger Sub, Inc., a Delaware corporation (
Purchaser
) and indirect subsidiary of LS Corp., a corporation organized under the laws of the Republic of Korea and formerly known as LS Cable Ltd.
(
Parent
), to purchase all outstanding shares of common stock, par value $0.01 per share (the
Shares
), of Superior Essex Inc., a Delaware corporation (the
Company
), at a price of $45.00 per
Share, net to the seller in cash, without interest thereon and less any amounts required to be withheld under applicable U.S. federal, state or local tax laws, upon the terms and subject to the conditions set forth in the Offer to Purchase dated
July 1, 2008 (the
Offer to Purchase
) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the
Offer
), which are annexed to and filed
with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of Purchaser and Parent.
All information set forth in the Offer to Purchase is incorporated by reference in response to Items 1 through 11 in the Schedule TO, except those items as to which information is specifically provided herein. The Agreement and Plan of
Merger, dated as of June 11, 2008, between the Company and Parent (as joined by Purchaser pursuant to a Joinder Agreement dated as of June 30, 2008, attached as Exhibit (d)(1)(B) to the Schedule TO, and as joined by LS Cable Ltd., a newly
established corporation organized under the laws of the Republic of Korea (
New LS Cable
) pursuant to an Assignment and Joinder Agreement dated as of July 2, 2008, substantially in the form attached as Exhibit (d)(1)(C) to the
Schedule TO, the
Merger Agreement
) is attached as Exhibit (d)(1)(A) to the Schedule TO.
On July 2, 2008, Parent
consummated an internal corporate structure change, whereby Parent changed its name from LS Cable Ltd. to LS Corp. and transferred the assets and liabilities of its wire and cable business to New LS Cable. Pursuant to the
Merger Agreement, New LS Cable, Parent, Purchaser and the Company entered into an Assignment and Joinder Agreement, dated as of July 2, 2008, pursuant to which Parent assigned its rights and
2
obligations under the Merger Agreement to New LS Cable. Parent and New LS Cable are jointly and severally liable for Parents obligations under the
Merger Agreement. The Merger Agreement is incorporated herein by reference in response to Items 4 through 11 of the Schedule TO.
Item 11.
Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On July 21, 2008, Parent and New LS Cable issued a press release announcing that the relevant antitrust waiting periods have expired
or clearances have been obtained in the United States, Germany and Spain with respect to the Offer. As a result, the only remaining antitrust condition of the Offer is clearance by the relevant authorities in China. The review period in China is
scheduled to expire at 5:30 AM (New York time) on Thursday, July 31, 2008.
The tender offer is scheduled to expire at 5:00 PM (New
York time) on Wednesday, July 30, 2008, unless extended. Subject to the timely receipt of the clearance in China and the satisfaction of all other conditions to the tender offer, including the minimum tender condition, LS Corp. expects that all
Superior Essex shares that have been validly tendered and not withdrawn prior to the expiration of the tender offer will be accepted for payment prior to 9:00 AM (New York time) on Thursday, July 31, 2008.
Item 12.
Exhibits
.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(1)(I) Text of press
release issued by Parent and New LS Cable on July 21, 2008.
3
SIGNATURE
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.
|
|
|
Cyprus Acquisition Merger Sub, Inc.
|
|
|
By:
|
|
/s/ Choong-hyun Kim
|
Name:
|
|
Choong-hyun Kim
|
Title:
|
|
President
|
|
LS Corp.
|
|
|
By:
|
|
/s/ Kwang Woo Lee
|
Name:
|
|
Kwang Woo Lee
|
Title:
|
|
Senior Executive Vice President
|
Dated: July 21, 2008
4
Superior Essex (MM) (NASDAQ:SPSX)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Superior Essex (MM) (NASDAQ:SPSX)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024