Applix Inc /MA/ - Amended tender offer statement by Third Party (SC TO-T/A)
October 09 2007 - 11:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 1
(Rule 14d-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES
EXCHANGE ACT OF 1934
APPLIX, INC.
(Name of subject company (Issuer))
COGNOS INCORPORATED
COGNOS CORPORATION
DIMENSION ACQUISITION
CORP.
(Names of Filing Persons
(Offerors))
Common Stock, $0.0025 par value per share
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038316105
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(Title of
classes of securities)
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(CUSIP number of
common stock)
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W. John Jussup
Senior Vice President,
Chief Legal Officer and Secretary
Cognos Incorporated
3755 Riverside Drive
P.O. Box 9707, Station T
Ottawa, ON, Canada
K1G 4K9
(613) 738-1440
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of Filing Persons)
Copies to:
Kevin M. Barry, Esq.
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts
02110-1726
(617) 951-8000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount
of Filing Fee(2)
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$286,789,447
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$8,804
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(1)
Estimated for
purposes of calculating the filing fee only. Transaction value derived by
multiplying 16,048,654 (number of shares of common stock of subject company
outstanding as of August 31, 2007 (according to the Agreement and Plan of
Merger, dated September 4, 2007, by and among the subject company, Cognos
Incorporated and Dimension Acquisition Corp., filed with the Cognos
Incorporated Form 8-K filed on September 5, 2007, with the Securities and Exchange
Commission) by $17.87 (the purchase price per share offered by Offeror). This
amount is based upon an estimate of the maximum number of shares to be
purchased pursuant to the tender offer at the tender offer price of $17.87 per
Share.
(2)
The amount of the
filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, by multiplying the transaction valuation by
0.0000307.
T
Check the box if any part of the fee is
offset as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
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Amount Previously Paid:
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$8,804
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Filing Party:
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Cognos Incorporated, Cognos Corporation and
Dimension Acquisition Corp.
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Form of
Registration No.:
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Schedule TO
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Date Filed:
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September 18, 2007
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o
Check
the box if the filing relates solely to preliminary communications made before
the commencement of the tender offer.
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third
party tender offer subject to Rule 14d-1
o
issuer
tender offer subject to Rule 13e-4
o
going
private transaction subject to Rule 13e-3
o
amendment
to Schedule 13D under Rule 13d-2
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
This Amendment No. 1 to the Tender Offer Statement on
Schedule TO (this Amendment), filed with the Securities and Exchange
Commission on October 9, 2007, amends and supplements the Tender Offer
Statement on Schedule TO filed on September 18, 2007 (the Statement), and
relates to the offer by Dimension Acquisition Corp. (Offeror), a
Massachusetts corporation and an indirect, wholly owned subsidiary of Cognos
Incorporated, a corporation organized and existing under the laws of Canada (Parent)
to purchase all outstanding shares of common stock, $0.0025 par value per share
and the associated preferred stock purchase rights (together, the Shares), of
Applix, Inc., a Massachusetts corporation (the Company), at a purchase price
of $17.87 per Share, net to the seller in cash without interest thereon, less
any required withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated September 18, 2007 (the Offer to
Purchase) and in the related Letter of Transmittal (which, together with the
Offer to Purchase, and any amendments or supplements thereto, collectively
constitute the Offer). Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase.
The Offer is made pursuant to the Agreement and Plan
of Merger, dated as of September 4, 2007 (the Merger Agreement), by and among
Offeror, Parent and the Company.
The information in the Offer to Purchase and the
related Letter of Transmittal is incorporated in this Amendment by reference to
all of the applicable items in the Statement, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11 of the Statement is hereby amended and
supplemented by adding the following text thereto:
On October 5, 2007, the FCO gave final clearance with
respect to Parents acquisition of Shares pursuant to the Offer.
2
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DIMENSION ACQUISITION CORP.
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By:
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/s/ TOM MANLEY
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Name:
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Tom Manley
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Title:
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President and Treasurer
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COGNOS CORPORATION
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By:
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/s/ W. JOHN JUSSUP
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Name:
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W. John Jussup
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Title:
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Director
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COGNOS INCORPORATED
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By:
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/s/ ROBERT G. ASHE
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Name:
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Robert G. Ashe
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Title:
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President
and Chief Executive Officer
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Dated October 9, 2007
3
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