This amendment No. 4 (this “Amendment”) amends and supplements the Tender
Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) and is being filed by Tiger Merger Sub, Inc., a Delaware corporation (the “Offeror”)
and a direct, wholly-owned subsidiary of Autokiniton US Holdings, Inc., a Delaware corporation (“Parent”), which is controlled by certain private equity funds for which KPS Investors IV Ltd., a Cayman Islands exempted company
(“KPS IV”), acts as General Partner. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $31.00 per Share (the “Offer Price”), in
cash, net of applicable withholding, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 15, 2019 (the “Offer to Purchase”), and in the related Letter of Transmittal
(the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are annexed to and filed with
this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is
supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of July 12, 2019, by and among Parent, the Offeror and Tower (as it may be amended from time to time, the “Merger
Agreement”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this
Schedule TO are references to sections of the Offer to Purchase.
All the information set forth in the Offer to Purchase, including
Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.
Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
Items 4, 5, 6 and 11.
Amendments to the Schedule TO
and the Offer to Purchase
Items 4, 5, 6 and 11 of the Schedule TO are hereby amended and supplemented by replacing the subsection
“Confidentiality Agreement” of Section 11 (entitled “Purpose of the Offer and Plans for Tower; Transaction Documents”) of the Offer to Purchase with the following:
“Confidentiality Agreement
On September 19, 2018, Tower and Parent entered into a customary confidentiality agreement (as amended, the “Confidentiality
Agreement”) in connection with a potential transaction involving Tower. Under the terms of the Confidentiality Agreement, Parent and Tower agreed that, subject to certain exceptions, Parent and its representatives would keep the
“Evaluation Material” (as defined in the Confidentiality Agreement) confidential and would not (except as required by law but in compliance with the Confidentiality Agreement or with Tower’s prior written consent) disclose any
confidential information in any manner whatsoever, and would not use any confidential information other than in connection with evaluating, negotiating or consummating a potential transaction with Tower.
The Confidentiality Agreement initially included an eighteen month “standstill” provision for the benefit of Tower. On January 31,
2019, the parties amended the Confidentiality Agreement to extend the overall term of the Confidentiality Agreement and the term of certain provisions therein, including amending the term of the customary standstill provision, to expire on July 31,
2020. In addition, the Confidentiality Agreement included a provision that precludes Parent from requesting permission from the Company to enter into any discussions, negotiations, arrangements or understandings with respect to various types of
acquisition transactions. However, the Confidentiality Agreement does not restrict Parent from making any proposal directly to the Tower Board or a Contact Person (as defined in the Confidentiality Agreement) on a confidential basis so long
as such proposal does not require any party to make a public announcement regarding the Confidentiality Agreement or such proposal.
This
summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Confidentiality Agreement, a copy of which has been filed as Exhibits (d)(3) and (d)(4) to the Schedule TO and which is incorporated herein
by reference.”
Items 4, 5, 6 and 11 of the Schedule TO are hereby amended and supplemented by amending Section 10 (entitled “Background of
the Offer; Contacts with Tower”) of the Offer to Purchase with the following:
(a) Replacing the first paragraph on page 26 of the
Schedule TO with the following:
“A confidentiality agreement was negotiated between the parties and, on September 19, 2018, we and
Tower entered into a Confidentiality Agreement, which contained a “standstill” provision, which was subsequently amended on January 31, 2019. The Confidentiality Agreement included a provision that precludes Parent from requesting
permission from the Company to enter into any discussions, negotiations, arrangements or understandings with respect to various types of acquisition transactions. However, the Confidentiality Agreement does not restrict Parent from making any
proposal directly to the Tower Board or a Contact Person (as defined in the Confidentiality Agreement) on a confidential basis so long as such proposal does not require any party to make a public announcement regarding the Confidentiality Agreement
or such proposal.”
(b) Replacing the 12th paragraph on page 26 of the Schedule
TO with the following:
“On January 31, 2019, Parent and Tower entered into an amendment to the Confidentiality Agreement to extend
the overall term of the Confidentiality Agreement and the term of certain provisions therein, including amending the term of the customary standstill provision for the benefit of Tower, to expire on July 31, 2020.”
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