Lifecore Biomedical Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
March 21 2008 - 7:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Lifecore Biomedical, Inc.
(Name of Subject Company)
Lifecore Biomedical, Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
532187101
(CUSIP Number of Class of Securities)
Dennis J. Allingham
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
(952) 368-4300
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
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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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TABLE OF CONTENTS
This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Lifecore Biomedical, Inc. (the
Company
) with the Securities Exchange
Commission (the
SEC
) on February 21, 2008, as amended by Amendment No. 1 thereto filed with the
SEC on February 26, 2008 (collectively, the
Statement
). The Statement relates to the cash tender
offer by SBT Acquisition Inc., a Minnesota corporation (the
Purchaser
) and wholly owned
subsidiary of SBT Holdings Inc., a Delaware corporation (the
Parent
), disclosed in a Tender Offer
Statement on Schedule TO dated February 21, 2008, filed with the SEC, to purchase all of the
outstanding shares of the Companys common stock (the
Shares
) at a price of $17.00 per share, net
to the seller in cash, without interest and less any required withholding taxes, if any, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated February 21, 2008 (the
Offer
), and the related Letter of Transmittal. Copies of the Offer and the Letter of Transmittal
were filed as Exhibits (a)(1) and (a)(2) to the Statement, respectively, and are incorporated
herein by reference. Except as otherwise indicated herein, the information set forth in the
Statement remains unchanged.
The information in the Statement is incorporated in this Amendment by reference, except that
such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented by adding the following text to the end thereof:
Expiration and Completion of Offer
The Offer expired at 5:00 p.m., New York City time, on March 20, 2008. All of the conditions
to the Offer have been satisfied. Accordingly, on March 20, 2008, Purchaser accepted for payment
in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn
prior to expiration of the Offer (including all Shares delivered through notices of guaranteed
delivery). Payment for such Shares is to be made promptly by Purchaser in accordance with the
terms of the Offer. The depositary for the Offer has advised Parent and Purchaser that, as of the
expiration of the Offer, a total of approximately 12,768,787 Shares were validly tendered to
Purchaser and not withdrawn (including approximately 341,056 Shares delivered through notices of
guaranteed delivery), representing approximately 94.18% of the Shares outstanding. Shares tendered
through notices of guaranteed delivery are required to be delivered to the depositary for the Offer
within three trading days after the date of execution of the notice of guaranteed delivery. Parent
has announced that it expects to complete the acquisition of the Company by means of a short-form
merger of Purchaser with and into the Company in the next several days, without the need for a vote
or meeting of Company shareholders. As a result of such merger, the Company will become a wholly
owned subsidiary of Parent.
On March 21, 2008, Parent issued a press release announcing the successful completion of the
Offer. The full text of the press release issued by Parent is set forth as Exhibit (a)(12) hereto
and is incorporated herein by reference.
ITEM 9. EXHIBITS
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:
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Exhibit
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Description
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(a)(12)
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Press Release issued by SBT Holdings Inc. and SBT Acquisition Inc.
on March 21, 2008 (incorporated by reference to Exhibit (a)(1)(J)
to the Schedule TO-T/A filed by SBT Acquisition Inc., SBT Holdings
Inc. and Warburg Pincus Private Equity IX, L.P. on March 21, 2008)
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SIGNATURES
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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LIFECORE BIOMEDICAL, INC.
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By:
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/s/ Dennis J. Allingham
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Dennis J. Allingham
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President and Chief Executive Officer
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Date: March 21, 2008
INDEX TO EXHIBITS
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Exhibit No.
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Exhibit (a)(1)*
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Offer to Purchase dated February 21, 2008 (incorporated by reference to
Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, filed by
Parent and Purchaser with respect to the Company on February 21, 2008 (the
Schedule TO
))
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Exhibit (a)(2)*
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Letter of Transmittal dated February 21, 2008 (incorporated by reference to
Exhibit (a)(1)(B) to the Schedule TO)
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Exhibit (a)(3)*
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Press Release issued by the Company dated January 15, 2008 (incorporated by
reference to the Schedule 14D-9C of the Company filed on January 15, 2008)
and Transcript of conference call by the Company on January 15, 2008
relating to the proposed acquisition of the Company by Parent (incorporated
by reference to the Schedule 14D-9C of the Company filed on January 15,
2008)
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Exhibit (a)(4)*
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Press Release issued by the Company dated February 14, 2008 (incorporated by
reference to the Schedule TO-C filed by the Company on February 14, 2008)
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Exhibit (a)(5)*
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Press Release issued by Parent and Purchaser dated January
15, 2008 (incorporated by reference to the Schedule TO-C
filed by the Company on January 15, 2008)
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Exhibit (a)(6)*
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Summary Advertisement published in The New York Times dated
February 21, 2008 (incorporated by reference to Exhibit
(a)(1)(I) to the Schedule TO)
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Exhibit (a)(7)*
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Letter to Shareholders of the Company dated February 21, 2008
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Exhibit (a)(8)*
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Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to
Exhibit (a)(1)(D) to the Schedule TO)
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Exhibit (a)(9)*
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Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by
reference to Exhibit (a)(1)(E) to the Schedule TO)
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Exhibit (a)(10)*
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Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(1)(C) to the Schedule TO)
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Exhibit (a)(11)*
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Memorandum from the Company to all Option Holders dated
February 26, 2008
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Exhibit No.
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Exhibit (a)(12)
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Press Release issued by SBT Holdings Inc. and SBT
Acquisition Inc. on March 21, 2008 (incorporated by
reference to Exhibit (a)(1)(J) to the Schedule TO-T/A filed
by SBT Acquisition Inc., SBT Holdings Inc. and Warburg
Pincus Private Equity IX, L.P. on March 21, 2008)
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Exhibit (e)(1)*
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Opinion of Piper Jaffray & Co. dated February 14, 2008
(incorporated by reference to Annex B of this Schedule
14D-9)
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Exhibit (e)(2)*
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Agreement and Plan of Merger dated as of January 15, 2008,
among Parent, Purchaser and the Company (incorporated by
reference to Exhibit (d)(1)(A) to the Schedule TO)
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Exhibit (e)(3)*
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The Information Statement of the Company dated as of
February 21, 2008 (incorporated by reference to Annex A of
this Schedule 14D-9)
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Exhibit (e)(4)*
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Confidentiality Agreement between Parent and the Company
dated July 21, 2006 (incorporated by reference to Exhibit
(d)(1)(C) to the Schedule TO)
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Exhibit (e)(5)*
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Form of Change in Control Agreement between the Company and
certain executive officers of the Company (incorporated by
reference to Exhibit 10.3 to the Companys Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30,
2004)
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Exhibit (e)(6)*
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Change in Control Agreement dated June 17, 2004, between the
Company and Dennis J. Allingham (incorporated by reference
to Exhibit 10.4 to the Companys Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2004)
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Exhibit (g)*
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None
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