Amended Tender Offer Statement by Third Party (sc To-t/a)
June 01 2022 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
CERNER CORPORATION
(Name of Subject Company (Issuer))
CEDAR ACQUISITION
CORPORATION
(Offeror)
a
subsidiary of
OC ACQUISITION LLC
(Parent of Offeror)
a subsidiary of
ORACLE CORPORATION
(Parent of
Offeror)
(Names of Filing Persons)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
156782104
(CUSIP Number of Class of
Securities)
Brian S. Higgins
Senior Vice President and Secretary
Oracle Corporation
2300 Oracle Way
Austin, Texas 78741
Telephone: (737) 867-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
With copies to:
Keith A. Flaum
Christopher
R. Moore
Tiffany P. Posil
Hogan
Lovells US LLP
4085 Campbell Avenue, Suite 100
Menlo Park, California 94025
Telephone: (650) 463-4000
CALCULATION OF FILING
FEE
|
|
|
| Transaction Valuation* |
|
Amount of Filing Fee* |
|
$28,477,199,240.00 |
|
$2,639,836.37 |
| * |
Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of
the issued and outstanding shares of common stock, par value $0.01 per share, of Cerner Corporation (“Cerner”), at a purchase price of $95.00 per share, net to the seller in cash, without interest thereon and subject to any required tax
withholding. Such shares consist of: (i) 292,952,521 shares of common stock of Cerner that were issued and outstanding as of January 11, 2022; (ii) 3,262,118 shares of common stock of Cerner potentially issuable upon exercise of outstanding exercisable in-the-money stock options as of January 11, 2022; (iii) 2,995,301 shares of common stock of Cerner issuable upon the settlement of outstanding
restricted stock units as of January 11, 2022; and (iv) 550,052 shares of common stock of Cerner issuable upon the settlement of outstanding performance share units as of January 11, 2022. The foregoing figures have been provided by the
issuer to the offeror and are as of January 11, 2022, the most recent practicable date. |
| ** |
The filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2022, issued August 23, 2021, by multiplying the transaction value by 0.0000927. |
| ☒ |
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. |
|
|
|
| Amount Previously Paid: $2,639,836.37 |
|
Filing Party: Cedar Acquisition Corporation, OC Acquisition LLC and Oracle Corporation |
| Form of Registration No.: Schedule TO |
|
Date Filed: January 19, 2022 |
| ☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| |
☒ |
Third-party tender offer subject to Rule 14d-1.
|
| |
☐ |
Issuer tender offer subject to Rule 13e-4. |
| |
☐ |
Going-private transaction subject to Rule 13e-3.
|
| |
☐ |
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: ☐
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
| |
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
| |
☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO
(together with any amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on January 19, 2022 by Cedar Acquisition Corporation, a Delaware corporation (“Purchaser”), which
is a wholly owned subsidiary of OC Acquisition LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”). The Schedule TO relates to the offer by Purchaser to
purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Cerner Corporation, a Delaware corporation, at a purchase price of $95.00 per Share net to the seller in cash, without interest
thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 19, 2022 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies
of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set
forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and 11.
The Offer to Purchase and Items 1
through 9 and 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 by:
Adding a new paragraph to the end of the section captioned “Regulatory Approvals—Foreign Competition Laws—European Union” under Section 16
– “Certain Legal Matters; Regulatory Approvals” as set forth below:
“On June 1, 2022, the European Commission declared the transaction
to be compatible with the European common market and issued a decision to unconditionally clear the transaction.”
Adding a new paragraph to the end of the
section captioned “Regulatory Approvals—Other Regulatory Approvals—Australia” under Section 16 – “Certain Legal Matters; Regulatory Approvals” as set forth below:
“On May 20, 2022, the Australian Foreign Investment Review Board confirmed its decision that it has no objection to the transaction.”
Adding the following text thereto:
“On June 1, 2022, Oracle issued a
press release announcing that all required antitrust approvals have been obtained for its proposed acquisition of Cerner, and confirming expiration of the Offer at 12:00 midnight, Eastern Time, at the end of the day on June 6, 2022. The full
text of the press release is attached as Exhibit (a)(5)(P) to the Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 1, 2022
|
|
|
|
|
Cedar Acquisition Corporation |
|
|
| By: |
|
/s/ Brian S. Higgins |
|
|
Name: Brian S. Higgins |
|
|
Title: Senior Vice President and Secretary |
|
|
|
|
OC Acquisition LLC |
|
|
| By: |
|
/s/ Brian S. Higgins |
|
|
Name: Brian S. Higgins |
|
|
Title: Senior Vice President |
|
|
|
|
Oracle Corporation |
|
|
| By: |
|
/s/ Brian S. Higgins |
|
|
Name: Brian S. Higgins |
|
|
Title: Senior Vice President and |
|
|
Secretary |
Cerner (NASDAQ:CERN)
Historical Stock Chart
From Dec 2024 to Jan 2025
Cerner (NASDAQ:CERN)
Historical Stock Chart
From Jan 2024 to Jan 2025
