Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
April 08 2016 - 9:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of
1934
____________________________
ALLIANCE FIBER OPTIC
PRODUCTS, INC.
(Name of
Subject Company)
ALLIANCE FIBER OPTIC
PRODUCTS, INC.
(Name of
Persons Filing Statement)
Common Stock, $0.001 par
value per share
(Title of
Class of Securities)
018680306
(CUSIP
Number of Class of Securities)
Peter C. Chang
|
Chief Executive
Officer
Alliance
Fiber Optic Products, Inc.
275 Gibraltar Drive
Sunnyvale,
California 94089
(408) 736-6900
(Name, address and telephone number of person
authorized
to receive
notices and communications on behalf of the persons filing statement)
|
|
|
With Copies to:
Jorge A. del
Calvo
Gabriella A. Lombardi
Matthew K. Desharnais
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, California
94304
(650)
233-4500
☒
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Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
|
On April 7, 2016, Alliance
Fiber Optic Products, Inc., a Delaware corporation (AFOP), Corning
Incorporated, a New York corporation (Parent), and Apricot Merger Company, a
Delaware corporation and a wholly owned subsidiary of Parent (Purchaser),
announced the entry into an Agreement and Plan of Merger (the Merger
Agreement). This Schedule 14D-9 includes an electronic mail to AFOPs employees from
its Chief Executive Officer (Exhibit 99.1) first used on April 7, 2016, in
connection with the proposed acquisition of AFOP by Parent. This Schedule 14D-9 also includes a press release issued by AFOP on April 7, 2016, that references the transactions contemplated by the Merger Agreement (Exhibit 99.2). The Merger Agreement
was filed by AFOP under cover of a Current Report on Form 8-K on April 8, 2016
(the 8-K), and is incorporated by reference herein. In addition,
the information set forth under Items 1.01, 8.01 and 9.01 of the 8-K (including
the exhibits attached thereto) is incorporated herein by reference.
Additional Information and
Where to Find It
The tender offer described in this
communication has not yet commenced. Neither this communication nor the
information incorporated herein by reference is an offer to purchase or a
solicitation of an offer to sell any shares or any other securities of AFOP. On
the commencement date of the tender offer, Purchaser and Parent will file a Tender
Offer Statement on Schedule TO (Schedule TO), including an offer to purchase,
a letter of transmittal and related documents, with the United States Securities
and Exchange Commission (the SEC). Thereafter, AFOP will file a
Solicitation/Recommendation Statement on Schedule 14D-9 (Schedule 14D-9) with
the SEC.
Security holders are
urged to read, carefully and in their entirety, both the Schedule TO and the
Schedule 14D-9 regarding the tender offer, each as may be amended from time to time,
and any other documents relating to the tender offer that are filed with the SEC, when
they become available because they will contain important information relevant
to making any decision regarding tendering shares.
These materials will be made available free of
charge on the Investor Relations section of AFOPs website at
http://investor.afop.com/sec.cfm
when available. In addition, all of these
materials (and all other materials filed by AFOP with the SEC) will be available
at no charge from the SEC through its website at www.sec.gov. Security holders
may also obtain free copies of the documents filed by AFOP with the SEC by
contacting Investor Relations at AFOP at 275 Gibraltar Drive, Sunnyvale,
California 94089; telephone number (408) 736-6900.
Forward-Looking Statements
Certain statements in this
Schedule 14D-9 may constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements relate to
a variety of matters, including but not limited to: the timing and anticipated
completion of the tender offer and the proposed merger; and other statements that are
not purely statements of historical fact. These forward-looking statements are
made on the basis of the current beliefs, expectations and assumptions of the
management of AFOP, and are subject to significant risks and uncertainties.
Investors are cautioned not to place undue reliance on any such forward-looking
statements. All such forward-looking statements speak only as of the date they
are made, and AFOP undertakes no obligation to update or revise these
statements, whether as a result of new information, future events or otherwise.
Factors that could cause
actual results to differ materially from the forward-looking statements
contained herein include, but are not limited to: potential adverse reactions,
changes to business relationships or any litigation or adverse judgments
relating to the tender offer and proposed merger; risks relating to the consummation of
the tender offer and the merger, including the risk that closing conditions to the
tender offer or the proposed merger will not be satisfied; any delays or issues related
to any inquiry by, or requests or directions from, governmental authorities,
including antitrust authorities, in connection with their reviews of the
transaction; and any changes in general economic or industry-specific
conditions. Additional factors that could cause actual results to differ
materially from those described in the forward-looking statements include those
set forth in AFOPs Annual Report on Form 10-K for the year ended December 31,
2015, which was filed with the SEC on March 11, 2016, under the heading Item
1A-Risk Factors and in AFOPs other reports and filings with the
SEC.
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
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99.1
|
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Electronic mail to employees from the Chief Executive Officer
of Alliance Fiber Optic Products, Inc.
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99.2
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Press release issued by Alliance Fiber Optic Products, Inc. dated April 7, 2016.
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