ZOLL Zoll Medical Corp. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

ZOLL MEDICAL CORPORATION

(Name of Subject Company (Issuer))

ASAHI KASEI CORPORATION

ASCLEPIUS SUBSIDIARY CORPORATION

(Name of Filing Persons (Offerors))

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

989922109

(CUSIP Number of Class of Securities)

Takashi Shimodaira

General Manager, 1st Group, Legal Dept.

Asahi Kasei Corporation

1-105 Kanda Jinbocho, Chiyoda-ku

Tokyo, Japan, 101-8101

+81 3 3296 3009

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Christopher E. Austin

John Palenberg

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**
$ 2,259,915,810		$258,987

 

*

Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 24,300,170 shares of common stock, $0.01 par value per share, of ZOLL Medical Corporation (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (consisting of, as of March 9, 2012, (i) 22,277,142 Shares issued and outstanding (including 162,318 Shares in respect of outstanding restricted stock awards) and (ii) 2,023,028 Shares issuable upon the exercise of outstanding options) multiplied by (b) the offer price of $93.00 per Share.

 

**	The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146.

 

þ

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: $258,987		Filing Party: Asahi Kasei Corporation,   Asclepius Subsidiary Corporation
Form or Registration No.: Schedule TO-T		Date Filed: March 26, 2012

 

¨

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:

 

þ

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:   ¨

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This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “ Schedule TO ”), originally filed with the SEC on March 26, 2012 by Asclepius Subsidiary Corporation, a Massachusetts corporation (“ Purchaser ”) and an indirect wholly-owned subsidiary of Asahi Kasei Corporation, a corporation organized in Japan (“ Asahi Kasei ”), to purchase all outstanding shares of common stock, par value $0.01 (the “ Shares ”), of ZOLL Medical Corporation, a Massachusetts corporation (“ ZOLL ”), at a price of $93.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 26, 2012 (the “ Offer to Purchase ”), which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with the Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “ Offer .” All capitalized terms used in this Amendment No. 3 without definition have the meanings ascribed to them in the Schedule TO.

Item 7. Additional Information.

Item 7 of the Schedule TO is hereby amended and supplemented as follows:

The second, third, fourth and sixth paragraphs of Section 12—“Source and Amount of Funds” of the Offer to Purchase are hereby replaced with the following paragraphs, which are inserted as the new second and third paragraphs of that Section:

“Asahi Kasei plans to fund Purchaser’s payments described above through debt financing. Asahi Kasei has entered into a debt financing agreement, dated as of April 9, 2012 by and between Asahi Kasei, UBS AG, Tokyo Branch, Sumitomo Mitsui Banking Corporation, and certain lenders party thereto (the “Lenders”), pursuant to the terms of a debt commitment letter dated as of March 12, 2012 from UBS AG, Tokyo Branch, a copy of which is filed as Exhibit (b)(1) to the Schedule TO and is incorporated by reference herein. The following summary of the debt financing arrangements in connection with the Offer and the Merger is qualified in its entirety by reference to the debt financing agreement described below, an English language summary of which is filed as Exhibit (b)(2) to the Schedule TO and is incorporated by reference herein. Shareholders are urged to read the English language summary for a more complete description of the provisions summarized below.

Pursuant to the debt financing agreement, subject to the conditions set forth therein, the Lenders will provide (i) an A term loan facility in the aggregate amount of $500,000,000 and (ii) a B term loan facility in the aggregate amount of JPY 144,500,000,000, each of which would be available to finance all or a portion of the Offer and the Merger and pay related fees and expenses incurred in connection therewith. The credit facilities are unsecured and are not supported by guarantees. The debt financing agreement supersedes the debt commitment letter dated March 12, 2012.”

Item 11. Additional Information.

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

The third paragraph of Section 15—“Certain Legal Matters – Antitrust Compliance” of the Offer to Purchase is hereby replaced with the following:

“At 11:59 p.m., New York City time, on April 6, 2012, the waiting period with respect to the Offer and the Merger under the HSR Act expired.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by inserting the following exhibit:

 

Exhibit (b)(2)		English Language Summary of Debt Financing Agreement, dated April 9, 2012, by and among Asahi Kasei Corporation, UBS AG, Tokyo Branch, Sumitomo Mitsui Banking Corporation and certain lenders party thereto

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated:    April 9, 2012

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated March 26, 2012 (1)
(a)(1)(B)		Form of Letter of Transmittal (including Form W-9) (2)
(a)(1)(C)		Form of Notice of Guaranteed Delivery (3)
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (4)
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (5)
(a)(5)(A)		Joint Press Release issued by Asahi Kasei and ZOLL, dated March 12, 2012 (6)
(a)(5)(B)		English Translation of Japanese Press Release issued by Asahi Kasei, dated March 12, 2012 (7)
(a)(5)(C)		Materials for Asahi Kasei Investor Presentation, dated March 12, 2012 (8)
(a)(5)(D)		Form of summary advertisement, published March 26, 2012 in The Wall Street Journal (9)
(a)(5)(E)		Press Release regarding commencement of the tender offer issued by Asahi Kasei, dated March 26, 2012 (10)
(b)(1)		Commitment Letter, dated March 12, 2012, by and among UBS AG, Tokyo Branch and Asahi Kasei Corporation (11)
(b)(2)		English Language Summary of Debt Financing Agreement, dated April 9, 2012, by and among Asahi Kasei Corporation, UBS AG, Tokyo Branch, Sumitomo Mitsui Banking Corporation and certain lenders party thereto
(c)		Not applicable
(d)(1)		Agreement and Plan of Merger, dated as of March 12, 2012, by and among Asahi Kasei, Asahi Kasei Holdings US, Inc., Purchaser and ZOLL (12)
(d)(2)		Confidentiality Agreement, effective as of January 25, 2012, by and between Asahi Kasei and ZOLL (13)
(d)(3)		Tender and Voting Agreement, dated as of March 12, 2012, by and among Asahi Kasei, Asahi Kasei Holdings US, Inc., Purchaser and certain shareholders of ZOLL (14)
(d)(4)		Limited Waiver of Tender and Voting Agreement, dated as of March 29, 2012, by Asahi Kasei, Asahi Kasei Holdings US, Inc. and Purchaser (15)
(e)		Not applicable
(f)		Not applicable
(g)		Not applicable
(h)		Not applicable
(1)		Incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(2)		Incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(3)		Incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(4)		Incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(5)		Incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012

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(6)		Incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Asahi Kasei on March 12, 2012
(7)		Incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Asahi Kasei on March 12, 2012
(8)		Incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Asahi Kasei on March 12, 2012
(9)		Incorporated by reference to Exhibit (a)(5)(D) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(10)		Incorporated by reference to Exhibit (a)(5)(E) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(11)		Incorporated by reference to Exhibit (b)(1) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(12)		Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by ZOLL on March 12, 2012
(13)		Incorporated by reference to Exhibit (d)(2) to the Schedule TO-T filed by Asahi Kasei on March 26, 2012
(14)		Incorporated by reference to Exhibit 2.2 to the Form 8-K filed by ZOLL on March 12, 2012
(15)		Incorporated by reference to Exhibit (d)(5) to the Schedule TO-T/A filed by Asahi Kasei on April 2, 2012