- Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 26 2012 - 12:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 6)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
ZOLL MEDICAL CORPORATION
(Name of Subject Company)
ZOLL MEDICAL
CORPORATION
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
989922109
(CUSIP Number of Class of Securities)
Richard A. Packer
Chief Executive Officer
ZOLL Medical Corporation
269 Mill Road
Chelmsford, Massachusetts 01824
(978) 421-9655
With copies to:
Raymond C. Zemlin
James A. Matarese
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
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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. 6 to Schedule 14D-9 (this
Amendment
) amends and
supplements the Schedule 14D-9 filed with the Securities and Exchange Commission on March 26, 2012 (as amended or supplemented from time to time, the
Schedule 14D-9
), by ZOLL Medical Corporation, a Massachusetts corporation
(the
Company
). The Schedule 14D-9 relates to the tender offer by Asclepius Subsidiary Corporation, a Massachusetts corporation (
Merger Sub
) and an indirect wholly-owned subsidiary of Asahi Kasei
Corporation, a corporation organized in Japan (
Parent
), to purchase all outstanding shares of common stock, par value $0.01 (the
Shares
), of the Company at a price of $93.00 per Share, net to the
seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 26, 2012 (as amended or supplemented from time to time the
Offer to Purchase
), and in the related Letter of Transmittal (as amended or supplemented from time to time the
Letter of Transmittal
). The Offer to Purchase and Letter of Transmittal are filed as
Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.
Capitalized terms used, but not otherwise defined, in this
Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in this Schedule 14D-9, except that such information is hereby
amended and supplemented to the extent specifically provided herein.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 (Additional Information) of the Schedule 14D-9 is hereby amended and supplemented by inserting the following paragraphs immediately
preceding the heading Cautionary Statement Regarding Forward-Looking Statements:
Parent has issued a press
release announcing that the subsequent offering period expired at 12:00 Midnight, New York City time, at the end of April 25, 2012. The depositary for the Offer has advised Parent and Merger Sub that, as of such time, combined with the shares
tendered in the initial offering period, a total of 20,745,382 outstanding Shares were tendered, representing approximately 93.05% of the outstanding Shares. Merger Sub has accepted for payment all Shares that were validly tendered and not properly
withdrawn, and payment for such Shares will be made promptly.
Merger Sub intends to effect a short-form merger pursuant to
Section 11.05 of the MBCA without the need for a meeting of the Company shareholders. In the Merger, each issued and outstanding share of the Company, other than shares held by the Company, Parent or Merger Sub, or any of their respective
subsidiaries, and shares held by shareholders who properly exercise appraisal rights, if any, available under Massachusetts law, will be canceled and converted into the right to receive the same cash price per share as in the Offer, without interest
thereon and less any required withholding taxes.
Upon completion of the merger, the Company will become a wholly-owned
subsidiary within the Parent Group, managed by the current Company management team and with all current business units and operations remaining intact. The Company will be delisted from the NASDAQ Global Select Market following the Merger.
The full text of the press releases issued by Parent on April 26, 2012 in connection with the expiration of the subsequent
offering period is filed as Exhibit (a)(14) and (a)(15) hereto and is incorporated herein by reference.
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ITEM 9. EXHIBITS.
Item 9 (Exhibits) of the Schedule 14D-9 is hereby amended and supplemented by inserting the following exhibit:
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Incorporated by
Reference
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Exhibit
No.
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Exhibit
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Form
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File Date
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Exhibit or File No.
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(a)(14)
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Press Release issued by Parent, dated April 26, 2012 (incorporated by reference to Exhibit (a)(5)(H) to Amendment No. 6 to the Tender Offer Statement on Schedule TO filed by Asahi
Kasei Corporation and Asclepius Subsidiary Corporation on April 26, 2012 (the
Schedule TO
))
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Schedule
TO
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4/26/12
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(a)(5)(H)
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(a)(15)
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English translation of Japanese Press Release issued by Parent, dated April 26, 2012 (incorporated by reference to Exhibit (a)(5)(I) to the
Schedule TO
)
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Schedule
TO
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4/26/12
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(a)(5)(I)
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3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.
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ZOLL MEDICAL CORPORATION
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Dated: April 26, 2012
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By:
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/s/ Richard A. Packer
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Name:
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Richard A. Packer
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Title:
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Chief Executive Officer
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