This amendment No. 2 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO (together with any amendments and supplements hereto, this Schedule TO) and is being filed by Tiger Merger Sub, Inc., a Delaware corporation (the Offeror)
and a direct, wholly-owned subsidiary of Autokiniton US Holdings, Inc., a Delaware corporation (Parent), which is controlled by certain private equity funds for which KPS Investors IV Ltd., a Cayman Islands exempted company
(KPS IV), acts as General Partner. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $31.00 per Share (the Offer Price), in
cash, net of applicable withholding, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 15, 2019 (the Offer to Purchase), and in the related Letter of Transmittal
(the Letter of Transmittal which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the Offer), copies of which are annexed to and filed with
this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is
supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of July 12, 2019, by and among Parent, the Offeror and Tower (as it may be amended from time to time, the Merger
Agreement), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this
Schedule TO are references to sections of the Offer to Purchase.
All the information set forth in the Offer to Purchase, including
Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.
Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
Items 1 through 9 and Item 11.
Amendments to the
Schedule TO and the Offer to Purchase
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such
Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Section 16Certain Legal Matters; Regulatory Approvals of the Offer to Purchase is amended and supplemented by adding the
at the end of this section the following subsection:
Litigation.
On August 19, 2019, a lawsuit was filed against Tower, members of the Tower Board, Parent and Offeror in the United States District Court for
the Southern District of New York, captioned Shiva Stein v. Tower International, Inc., et al. (No. 1:19-cv-07738) (the Stein Complaint). On August 20, 2019, a putative class action lawsuit was filed against Tower, members
of the Tower Board, Parent and Offeror in the United States District Court for the District of Delaware, captioned John Thompson v. Tower International, Inc. et al, (No. 1:19-cv-01549) (the Thompson Complaint and
collectively with the Stein Complaint, the Complaints). The Complaints generally allege, among other things, that Tower and the members of the Tower Board violated Section 14 of the Exchange Act by issuing a Schedule 14D-9 that
was materially misleading and omitted material facts related to the proposed transactions with Parent. The Complaints also allege that the members of the Tower Board violated Section 20(a) of the Exchange Act, as controlling persons who had the
power to influence the decision-making of Tower and the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Thompson Complaint alleges that Parent and Offeror also violated Section 20(a) of the Exchange Act as
controlling persons who had supervisory control over the information set forth in the Schedule 14D-9. The Complaints seek, among other things, an injunction against the consummation of the proposed transactions with Parent, rescission or an award of
rescissionary damages in the event such transactions are
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