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. 1)
PLANET
PAYMENT, INC.
(Name of Subject Company (Issuer))
FINTRAX
US ACQUISITION SUBSIDIARY, INC.
a wholly owned subsidiary of
FRANKLIN
UK BIDCO LIMITED
(Names of Filing Persons (Offeror))
Common
Stock, Par Value $0.01 per share
Series
A Preferred Stock, par value $0.01 per share
(Title of Class of Securities)
U72603118
(Cusip Number of Class of Securities)
John Glynn
Group General Counsel
Fintrax Group Holdings Limited
Martin House, Galway Business Park
Dangan, Galway, H91A06C, Ireland
Tel: +353 91 558255
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Sean C. Doyle, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
Four Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF FILING FEE
|
Transaction Valuation*
|
Amount of Filing Fee**
|
$257,735,009
|
$32,089
|
|
*
|
Estimated solely for purposes of calculating the filing
fee. The transaction valuation was determined by adding the sum of (i) 50,013,595 outstanding shares of common stock,
par value $0.01 per share (“Common Shares”), of Planet Payment, Inc. (“Planet Payment”), multiplied by
the offer price of $4.50 per share, (ii) the net offer consideration for 5,619,789 Common Shares issuable pursuant to outstanding
stock options with an exercise price less than the offer price of $4.50 per share (which is calculated by multiplying
the number of shares underlying the outstanding stock options by an amount equal to $4.50 minus the weighted average exercise
price for such stock options of $2.44 per share) and (iii) 4,688,237 Common Shares, which will be issued upon the conversion,
immediately prior to the Purchaser’s acceptance of the tendered shares for payment, of 1,535,398 outstanding shares of Series
A preferred stock, par value $0.01 per share (“Preferred Shares”), of Planet Payment, multiplied by the offer price
of $4.50. The calculation of the filing fee is based on information provided by Planet Payment as of November 3, 2017,
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 #1 for Fiscal Year 2018, issued August 24, 2017,
by multiplying the transaction value by 0.0001245.
|
|
x
|
Check 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:
|
$32,089
|
Filing Party:
|
Fintrax US Acquisition Subsidiary, Inc. and
Franklin UK Bidco Limited
|
Form or Registration No.:
|
Schedule TO
|
Date Filed:
|
November
13, 2017
|
|
¨
|
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:
|
x
|
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.
¨
This Amendment No. 1 (this
“
Amendment
”) amends and supplements the Tender Offer Statement on Schedule TO (together with
any amendments or supplements thereto, the “
Schedule TO
”) filed by Fintrax US Acquisition
Subsidiary, Inc., a Delaware corporation (“
Purchaser
”) and an indirect wholly owned subsidiary of
Franklin UK Bidco Limited, a private limited company incorporated under the laws of England and Wales
(“
Parent
”), with the U.S. Securities and Exchange Commission on November 13, 2017. The Schedule TO
relates to the offer by Purchaser to purchase all outstanding shares of (i) common stock, par value $0.01 per share
(“
Company Common Stock
”), of Planet Payment, Inc., a Delaware corporation (the
“
Company
”), at a price per share of $4.50 (such price as it may be amended from time to time in
accordance with the Merger Agreement, the “
Common Stock Offer Price
”), net to the seller in cash,
without any interest, but subject to any required withholding of taxes, and (ii) Series A Preferred Stock, par value $0.01
per share (“
Company Series A Preferred Stock
” and together with the Company Common Stock, the
“
Shares
”) of the Company, at a price per share of $13.725, equal to the Common Stock Offer Price
multiplied by the conversion ratio set forth in the Company’s Restated Certificate of Incorporation rounded to the
nearest one-hundredth, which is 3.05 (such price as it may be amended from time to time in accordance with the Merger
Agreement, the “
Preferred Stock Offer Price
”), net to the seller in cash, without any interest, but
subject to any required withholding of taxes, in each case upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 13, 2017 (together with any amendments or supplements thereto, the “
Offer
to Purchase
”) and in the related Letter of Transmittal (together with any amendments or supplements thereto,
the “
Letter of Transmittal
” and, together with the Offer to Purchase, the
“
Offer
”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
Purchaser is a wholly owned subsidiary of Parent. This
Amendment is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in this
Amendment are references to sections of the Offer to Purchase.
Amendments to the Offer to Purchase
Items 1 through 11.
(1) The
information set forth in the Offer to Purchase under “The Tender Offer—Section 15—Certain Legal Matters”
and Items 1 through 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 the following paragraph at the end of the subsection titled “Antitrust”:
“On November 16, 2017, each of
Parent and the Company filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with
the purchase of shares of Common Stock and Series A Preferred Stock in the Offer. Accordingly, the required waiting period with
respect to the Offer will expire in the ordinary course at 11:59 p.m., Eastern Time on December 1, 2017.”
The information set forth in the Offer
to Purchase under “The Tender Offer—Section 15—Certain Legal Matters” and Items 1 through 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 the following subsection at the end of Section 15:
“
Legal Proceedings Related to
the Merger
On November 17, 2017, Marco Elser, alleging himself to be a stockholder of the Company, filed a putative class action
complaint in the United States District Court for the Eastern District of New York, captioned
Marco M. Elser v. Planet Payment,
Inc. et al.
, Case No. 2:17-cv-06736-DRH-GRB (the “
Elser Complaint
”) against the Company and all members
of the Board. Among other things, the Elser Complaint alleges that the Company, and the members of the Board in their capacity
as controlling persons, omitted to state material information in the Company’s Schedule 14D-9, rendering it false and misleading
and in violation of the Exchange Act and related regulations. In addition, the Elser Complaint alleges that the members of the
Board acted as controlling persons of the Company within the meaning and in violation of Section 20(a) of the Exchange Act to influence
and control the dissemination of the allegedly defective Company’s Schedule 14D-9. The Elser Complaint seeks, among other
things, an order that the action may be maintained as a class action, an order enjoining consummation of the Transactions, rescissory
damages, and an award of costs, including attorneys’ fees and experts’ fees.
On November 20, 2017, another purported
stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District of
New York captioned
Dennis Palkon v. Planet Payment
,
Inc. et al.
, Case No. 2:17-cv-06771 (the “
Palkon
Complaint
”) against the Company, all members of the Board, Fintrax Group, Parent and Purchaser. Among other things,
the Palkon Complaint alleges that the Company, and the members of the Board in their capacity as controlling persons, omitted to
state material information in the Company’s Schedule 14D-9, rendering it false and misleading and in violation of the Exchange
Act and related regulations. In addition, the Palkon Complaint alleges that Parent and the members of the Board acted as controlling
persons of the Company within the meaning and in violation of Section 20(a) of the Exchange Act to influence and control the dissemination
of the allegedly defective Company’s Schedule 14D-9. The Palkon Complaint seeks, among other things, an order enjoining consummation
of the Transactions, rescission of the Transactions if they have already been consummated or rescissory damages, an order directing
the Company to file a solicitation statement that does not contain any untrue statement of material fact and states that all material
facts required in order to make the statements contained therein not misleading, a declaration that the defendants violated Sections
14(e), 14(d), 20(a) and Rule 14d-9 of the Exchange Act, and an award of costs, including attorneys’ fees and experts’
fees.
On November 20, 2017, another purported
stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District
of New York, captioned
John Rosato v. Planet Payment, Inc. et al.
, Case No. 2:17-cv-06770 (the “
Rosato Complaint
”)
against the Company, all members of the Board, Fintrax Group, Parent and Purchaser. Among other things, the Rosato Complaint alleges
that the Company, and the members of the Board in their capacity as controlling persons, omitted to state material information
in the Company’s Schedule 14D-9, rendering it false and misleading and in violation of the Exchange Act and related regulations.
In addition, the Rosato Complaint alleges that Fintrax and the members of the Board acted as controlling persons of the Company
within the meaning and in violation of Section 20(a) of the Exchange Act to influence and control the dissemination of the allegedly
defective Company’s Schedule 14D-9. The Rosato Complaint seeks, among other things, an order enjoining consummation of the
Transactions, rescission of the Transactions if they have already been consummated or rescissory damages, an order directing the
Company to file a solicitation statement that does not contain any untrue statement of material fact and states that all material
facts required in order to make the statements contained therein not misleading, a declaration that the defendants violated Sections
14(e), 14(d), 20(a) and Rule 14d-9 of the Exchange Act, and an award of costs, including attorneys’ fees and experts’
fees. The Company has advised us that the allegations in each of the Elser Complaint, the Palkon Complaint and the Rosato Complaint
are without merit and that no further disclosure is required to supplement the Company’s Schedule 14D-9 under applicable
laws. Additionally, similar cases may also be filed in connection with the Merger.”
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.
Dated: November 22, 2017
|
|
|
|
|
|
|
|
|
Fintrax US Acquisition Subsidiary, Inc.
|
|
|
By:
|
|
/s/ Patrick Waldron
|
|
|
|
|
Name:
|
|
Patrick Waldron
|
|
|
|
|
Title:
|
|
President
|
|
|
Franklin UK Bidco Limited
|
|
|
By:
|
|
/s/ Patrick Waldron
|
|
|
|
|
Name:
|
|
Patrick Waldron
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
EXHIBIT INDEX
|
(a)(1)(A)
|
|
Offer to Purchase, dated November 13, 2017*
|
|
(a)(1)(B)
|
|
Form of Letter of Transmittal*
|
|
(a)(1)(C)
|
|
Form of Notice of Guaranteed Delivery*
|
|
(a)(1)(D)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
|
|
(a)(1)(E)
|
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
|
|
(a)(1)(F)
|
|
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form*
|
|
(a)(1)(G)
|
|
Summary Advertisement, published November 13, 2017 in
The Wall Street Journal
*
|
|
(a)(2)
|
|
Not applicable
|
|
(a)(3)
|
|
Not applicable
|
|
(a)(4)
|
|
Not applicable
|
|
(a)(5)(A)
|
|
Joint Press Release of Parent and the Company, dated October 26, 2017 (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 27, 2017)*
|
|
(b)
|
|
Debt Commitment Letter, dated October 23, 2017, from BNP Paribas Fortis SA/NV, The Governor and Company of the Bank of Ireland, The Royal Bank of Scotland plc (trading as NatWest Markets) and Société Générale, London Branch*
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of October 26, 2017, among Parent, Purchaser and the Company (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 27, 2017)*
|
|
(d)(2)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(3)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(4)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(5)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(6)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(7)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(8)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(9)
|
|
Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
|
|
(d)(10)
|
|
Confidentiality Agreement, dated as of November 10, 2016, between the Company and Fintrax Group, as amended on September 14, 2017 (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by the Company with the Securities and Exchange Commission on November 13, 2017)*
|
|
(g)
|
|
Not applicable
|
|
(h)
|
|
Not applicable
|
Planet Payment, Inc. (MM) (NASDAQ:PLPM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Planet Payment, Inc. (MM) (NASDAQ:PLPM)
Historical Stock Chart
From Sep 2023 to Sep 2024