UNITED STATES
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
(Amendment No. 4)
KEY
TECHNOLOGY, INC.
(Name of Subject Company)
KEY
TECHNOLOGY, INC.
(Name of Person Filing)
Common Stock,
No Par Value (Title Class of Securities)
493143101
(CUSIP Number of Class of Securities)
John J. Ehren
Chief
Executive Officer
Key Technology, Inc.
150 Avery Street
Walla
Walla, Washington 99362
(509) 529-2161
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With
Copies to:
Ronald L. Greenman
Thomas P. Palmer
Tonkon
Torp LLP
1600 Pioneer Tower
888 SW Fifth Avenue
Portland, Oregon 97204
Telephone:
(503) 221-1440
Telecopy:
(503) 972-3706
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 4 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
filed by Key Technology, Inc., an Oregon corporation (Key Technology), with the Securities and Exchange Commission (the SEC) on
February 8, 2018 (together with any subsequent amendments and supplements thereto, including this Amendment, the Schedule
14D-9).
The Schedule
14D-9
relates to the tender offer by Cascade Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Duravant LLC, a Delaware limited liability company (Duravant), for all of the outstanding shares of
common stock, no par value (Shares), of Key Technology at a price per share of $26.75, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 8, 2018 (as it may be amended or supplemented from time to time, the Offer to Purchase) and in the related letter of transmittal (as it may be amended or supplemented from time to time, the
Letter of Transmittal, which, together with the Offer to Purchase, constitutes the Offer). The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Duravant and
Purchaser with the SEC on February 8, 2018.
Capitalized terms used but not defined in this Amendment shall have the meanings
assigned to such terms in the Schedule
14D-9.
The information in the Schedule
14D-9
is incorporated into this Amendment by reference to all applicable items in the
Schedule
14D-9,
except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 2. Identity and Background of Filing Person
The information set forth in Item 2 of Schedule
14D-9
is hereby amended and supplemented by amending
and replacing the third paragraph of the section captioned Tender Offer in its entirety with the following:
The Offer
and withdrawal rights, which were previously scheduled to expire at one minute after 11:59 p.m. Eastern Time, on Thursday, March 8, 2018, have been extended in accordance with the Merger Agreement until 5:00 p.m. Eastern Time, on Monday,
March 19, 2018 (the Expiration Time, unless Purchaser will have extended the period during which the Offer is open in accordance with the Merger Agreement (as defined below), in which event Expiration Time will mean the
latest time and date at which the Offer, as so extended by Purchaser, will expire), unless the Offer is further extended or earlier terminated in accordance with the Merger Agreement.
On March 9, 2018, Duravant issued a press release announcing the extension of the Offer. A copy of the press release is filed as Exhibit
(a)(5)(H) to this Schedule
14D-9
and is incorporated by reference herein.
Item 8. Additional Information
The information set forth in Item 8 of the Schedule
14D-9
is hereby amended and supplemented by
inserting the following section immediately prior to the section captioned Forward-Looking Statements:
Extension of the
Offer
On March 9, 2018, Duravant announced an extension of the expiration of the Offer to 5:00 p.m. Eastern Time, on Monday,
March 19, 2018, unless the Offer is further extended or earlier terminated in accordance with the Merger Agreement. The Offer, which was previously scheduled to expire at one minute after 11:59 p.m. Eastern Time, on Thursday, March 8,
2018, was extended to allow additional time for satisfaction of the Marketing Period Condition.
The Depositary has advised Duravant and
Purchaser that, as of one minute after 11:59 p.m. Eastern Time, on Thursday, March 8, 2018, approximately 5,354,086 Shares had been validly tendered in the Offer, and not validly withdrawn, representing approximately 82.8% of the Shares
outstanding. In addition, 43,733 Shares subject to notices of guaranteed delivery for which such shares underlying the notices of guaranteed delivery have not been delivered to the Depositary have been delivered, representing approximately 0.7% of
the Shares outstanding.
The full text of the press release issued by Duravant announcing the extension of the Offer is attached hereto as
Exhibit (a)(5)(H) and is incorporated by reference herein.
Item 9. Exhibits
The information set forth in Item 9 of the Schedule
14D-9
is hereby amended and supplemented by adding
the following Exhibit:
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Exhibit
No.
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Description
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(a)(5)(H)
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Press Release issued by Duravant LLC, dated March 9, 2018 (incorporated by reference to Exhibit (a)(1)(O) to Amendment No. 4 to the Schedule TO)
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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 statement is true, complete and
correct.
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Date: March 9, 2018
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KEY TECHNOLOGY, INC.
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By:
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/s/ John J. Ehren
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Name
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John J. Ehren
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Title:
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President and Chief Executive Officer
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