Applix Inc /MA/ - Amended Statement of Ownership: Solicitation (SC 14D9/A)
October 17 2007 - 4:23PM
Edgar (US Regulatory)
UNITED STATES
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)
Applix, Inc.
(Name of Subject Company)
Applix, Inc.
(Name of Person Filing Statement)
Common Stock, $0.0025 par value per share
(Title of Class of Securities)
038316105
(CUSIP Number of Class of
Securities)
David C. Mahoney
President and Chief Executive Officer
Applix, Inc.
289 Turnpike Road
Westborough, Massachusetts 01581
(508) 870-0300
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Patrick J. Rondeau, Esq.
Hal J. Leibowitz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
o
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 2
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9
initially filed with the Securities and Exchange Commission, which we refer to
as the SEC, on September 18, 2007, as amended and supplemented by
Amendment No. 1 filed with the SEC on October 9, 2007, which we refer
to as the Schedule 14D-9, by Applix, Inc., a Massachusetts
corporation, which we refer to as Applix, relating to the tender offer made by
Dimension Acquisition Corp., which we refer to as Dimension and which is a
Massachusetts corporation and an indirect, wholly owned subsidiary of Cognos
Incorporated, a Canadian corporation, which we refer to as Cognos, as set forth
in the Tender Offer Statement filed by Dimension and Cognos on Schedule TO,
dated September 18, 2007, which, as previously filed with the SEC and as
the same may be amended or supplemented from time to time, we refer to as
the Schedule TO, to purchase all of the issued and outstanding shares of
common stock of Applix at a price of $17.87 per share, net to the holder
thereof in cash, without interest, less any required withholding and transfer
taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 18, 2007, and in the related Letter of
Transmittal. Any capitalized terms used and not otherwise defined herein shall
have the meaning ascribed to such term in the Schedule 14D-9.
All information in the Schedule 14D-9
is incorporated in this Amendment No. 2, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9
is hereby amended and supplemented by adding the following text thereto:
Subsequent Offering
The initial offering period of the Offer expired at
12:00 midnight, New York City time, on Tuesday, October 16, 2007. Cognos
calculations indicate that approximately 14,091,975 shares (including shares
tendered by guaranteed delivery) were validly tendered and not withdrawn as of
the expiration date of the initial offering period of the Offer, representing
approximately 70% of the common stock on a fully diluted basis (which
represents approximately 86% of the issued and outstanding common stock of
Applix). Dimension has accepted for payment all tendered shares. In the joint
press release issued by Cognos and Applix on October 17, 2007, the percentages
of shares tendered were calculated from preliminary numbers received from the
Depositary on October 16, 2007.
On October 17, 2007, Cognos and the Company jointly
announced a subsequent offering period commencing on October 17, 2007 and
expiring on October 30, 2007 at 5:00 p.m. New York City time. During
the subsequent offering period, Dimension will accept for payment and promptly
pay for shares as they are tendered. Stockholders who tender shares during such
period will be paid the same $17.87 per share cash consideration paid for
shares tendered during the initial offering period. Shares tendered during the
subsequent offering period may not be withdrawn.
Pursuant to the terms and conditions of the Merger
Agreement, following the expiration of the subsequent offering period,
Dimension will be merged with and into Applix, referred to as the Merger, and
each outstanding share of common stock of Applix not tendered in the offer
(other than shares held by Cognos or Dimension), will be converted into the
right to receive $17.87 per share in cash, without interest thereon, less any
required withholding taxes. Following the consummation of the Merger, Applix
will continue as the surviving corporation and an indirect, wholly-owned
subsidiary of Cognos. The Merger is expected to occur promptly following Cognos
acceptance for payment of at least 90% of the common stock of Applix during the
subsequent offering period.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9
is hereby amended and supplemented by adding the following exhibit:
(a)(9)
Joint Press Release issued on October 17, 2007.
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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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By:
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/s/ Milton A. Alpern
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Name: Milton A. Alpern
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Title: Chief Financial Officer
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Dated: October 17, 2007
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EXHIBIT INDEX
Exhibit No.
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Description
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(a)(9)
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Joint Press
Release issued on October 17, 2007.
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