This Tender Offer Statement on Schedule TO is filed by: (i) CR Merger Sub, Inc., a
Delaware corporation (
Purchaser
) and an indirect wholly-owned subsidiary of Cott Corporation, a Canadian Corporation (
Cott
); and (iii) Cott. This Schedule TO relates to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (each, a
Share
and collectively, the
Shares
) of Crystal Rock Holdings, Inc., a Delaware corporation
(
Crystal Rock
), at a price of $0.97 per Share, payable net to the holder thereof in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set
forth in the offer to purchase, dated February 20, 2018 (as it may be amended or supplemented, the
Offer to Purchase
), and the related letter of transmittal (as it may be amended or supplemented, the
Letter
of Transmittal
, and together with the Offer to Purchase, the
Offer
), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Pursuant to General
Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to
Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of February 12, 2018 (as it may be amended, restated or
supplemented from time to time, the
Merger Agreement
), among Cott, Purchaser and Crystal Rock, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by
reference with respect to Items 4 through 11 of this Schedule TO.
Item 1.
|
Summary Term Sheet.
|
The information set forth in the section of the Offer to Purchase
entitled Summary Term Sheet is incorporated in this Schedule TO by reference.
Item 2.
|
Subject Company Information.
|
(a) The subject company and issuer of the securities
subject to the Offer is Crystal Rock. Its principal executive office is located at 1050 Buckingham St., Watertown, Connecticut, 06795, and its telephone number is
(860) 945-0661.
(b) This Schedule TO relates to Crystal Rocks Shares. According to Crystal Rock, as of the close of business on February 12,
2018, there were (i) 21,358,411 Shares issued and outstanding, all of which are duly authorized, validly issued, fully paid and
non-assessable
and were issued free of preemptive (or similar) rights,
(ii) 601,818 Shares held in treasury by Crystal Rock, (iii) no Shares held by subsidiaries of Crystal Rock, (iv) no shares of preferred stock issued and outstanding, (v) 500,000 Shares reserved for future issuance in connection
with Crystal Rocks stock plans and (vi) no outstanding options awarded under Crystal Rocks stock plans.
(c) The
information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in that principal market is set forth in the section of the Offer to Purchase entitled Price Range of the Shares;
Dividends and is incorporated in this Schedule TO by reference.
Item 3.
|
Identity and Background of Filing Person.
|
(a), (b), (c) The information set forth in
the section of the Offer to Purchase entitled Certain Information Concerning Cott and Purchaser and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.
Item 4.
|
Terms of the Transaction.
|
(a)(1)(i)(viii), (x), (xii) The information set forth
in the Summary Term Sheet, Introduction and in the sections of the Offer to Purchase entitled Terms of the Offer, Acceptance for Payment and Payment for Shares, Procedures for Accepting the Offer
and Tendering Shares, Withdrawal Rights, Material United States Federal Income Tax Consequences, Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration; Margin
Regulations and Conditions of the Offer is incorporated in this Schedule TO by reference.
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