This Amendment No. 12 (this “
Amendment
No. 12
”) amends and supplements the Tender Offer Statement on Schedule TO initially filed on July 15, 2011, as previously
amended, by (i) LG Acquisition Corp., a Virginia corporation (“
Purchaser
”) and an indirect wholly owned subsidiary
of Lonza Group Ltd., a company organized under the laws of Switzerland (“
Parent
”), and (ii) Parent (the “
Initial
Schedule TO
” and which, together with this Amendment No. 12 and any previous or additional amendments and supplements
thereto, collectively constitute the “
Schedule TO
”). This Schedule TO relates to the offer by Purchaser to purchase
all of the outstanding shares of common stock, par value $1.00 per share (the “
Shares
”), of Arch Chemicals,
Inc., a Virginia corporation (the “
Company
”), at a price of $47.20 per Share, net to the holder thereof in cash,
without interest thereon and less any required withholding of taxes, upon the terms and subject to the conditions set forth in
the offer to purchase, dated July 15, 2011 (which, together with any amendments and supplements thereto, collectively constitute
the “
Offer to Purchase
”), and in the related form of letter of transmittal (as it may be amended or supplemented,
the “
Letter of
Transmittal
”). Copies of the Offer to Purchase and the Letter of Transmittal are attached
to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, and the Letter of Transmittal together with the Offer to
Purchase constitute the “
Offer
”.
Except as otherwise set forth below, the information
set forth in the Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No.
12. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule TO and the
related exhibits incorporated therein by reference.
This Amendment No. 12 is being filed to amend
and supplement Items 1- 12 of the Schedule TO as reflected below.
Items 1-11.
Items 1-11 of the Schedule TO are hereby
amended and supplemented by adding the following:
“At 12:00 midnight, New York City
time, on Wednesday, October 19, 2011, the Subsequent Offering Period of the Offer expired as scheduled. Purchaser and Parent have
been advised by the Depositary that as of the expiration of the Subsequent Offering Period, a total of approximately 24,395,876
Shares were validly tendered and not properly withdrawn during the initial offering period and Subsequent Offering Period of the
Offer, representing approximately 95.9% of the outstanding Shares. Purchaser has accepted for payment all Shares validly tendered
and not validly withdrawn during the initial offering period and Subsequent Offering Period.
As a result of the tenders in the initial
offering period and the Subsequent Offering Period of the Offer, Purchaser will own more than 90 percent of the outstanding Shares
and expects to complete its acquisition of the Company through a short-form Merger under Virginia law without a vote or meeting
of the Company’s shareholders. The short-form Merger and completion of the acquisition of the Company is expected to be completed
no later than October 21, 2011. Upon completion of the Merger, the Company will become an indirect, wholly-owned subsidiary of
Parent. In the Merger, each of the approximately 1,046,257 remaining Shares not validly tendered in the Offer will be converted
into the right to receive the same $47.20 in cash per Share, without interest, that was paid in the Offer.
Promptly
after the completion of the Merger, Parent intends to cause all shares of the Company’s common stock to be delisted from
the NYSE. Upon completion of the Merger, the Company’s shares will cease to be traded on the NYSE, and the Company will no
longer have reporting obligations under the Exchange Act.
The press release announcing, among other
things, the completion of the Subsequent Offering Period is attached hereto as Exhibit (a)(5)(T) and is incorporated herein
by reference.”
Item 12 Exhibits.
Item
12 of the Schedule TO is amended and supplemented by adding the following
exhibits:
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Exhibit No.
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Description
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(a)(5)(T)
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Press
Release issued by Lonza Group Ltd., dated October 20, 2011
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SIGNATURES
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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Date:
October 20, 2011
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LG Acquisition Corp.
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By:
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/s/ Joseph
R. Colleluori
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Name:
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Joseph R.
Colleluori
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Title:
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S.V.P. Corp.
Development
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Lonza Group Ltd.
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By:
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/s/ Marc
Funk
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Name:
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Marc Funk
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Title:
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Group
General Counsel
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By:
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/s/ Joseph
R. Colleluori
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Name:
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Joseph R.
Colleluori
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Title:
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S.V.P. Corp.
Development
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EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to
Purchase, dated July 15, 2011, incorporated herein by reference to Exhibit
(a)(1)(A) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(B)
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Form of
Letter of Transmittal, incorporated herein by reference to Exhibit (a)(1)(B)
to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(C)
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Form of
Notice of Guaranteed Delivery, incorporated herein by reference to Exhibit
(a)(1)(C) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(D)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, incorporated herein by reference to Exhibit (a)(1)(D) to the
Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(E)
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Form of
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, incorporated herein by reference to Exhibit
(a)(1)(E) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(F)
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Form of
Summary Advertisement as published in
The
Wall Street Journal
on July 15, 2011, incorporated herein by
reference to Exhibit (a)(1)(E) to the Schedule TO of LG Acquisition Corp.
filed July 15, 2011.
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(a)(1)(G)
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Form of
Notice to Participants in the Arch Chemicals, Inc. Contribution Employee
Ownership Plan, incorporated herein by reference to Exhibit (a)(1)(G) to the
Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(H)
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Form of
Instruction Form for Participants in the Arch Chemicals, Inc. Contribution
Employee Ownership Plan, incorporated herein by reference to Exhibit
(a)(1)(H) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(1)(I)
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Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9, incorporated herein by reference to Exhibit (a)(1)(I) to the
Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(2)
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The
Solicitation/Recommendation Statement on Schedule 14D−9 of Arch
Chemicals, Inc. filed July 15, 2011, incorporated herein by reference
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(a)(3)
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Not
applicable
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(a)(4)
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Not
applicable
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(a)(5)(A)
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Joint Press
Release issued by Lonza Group Ltd. and Arch Chemicals, Inc., dated July
11, 2011, incorporated herein by reference to Exhibit (a)(5)(A) to the
Schedule TO of LG Acquisition Corp. filed July 11, 2011.
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(a)(5)(B)
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Presentation
to Investors, dated July 11, 2011, incorporated herein by reference to Exhibit
(a)(5)(B) to the Schedule TO of LG Acquisition Corp. filed July 11, 2011
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(a)(5)(C)
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Transcript
of Analyst Conference Call, incorporated herein by reference to Exhibit
(a)(5)(C) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011
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(a)(5)(D)
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Transcript
of Analyst Conference Call, incorporated herein by reference to Exhibit
(a)(5)(D) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011
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(a)(5)(E)
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FAQ for
Customers, incorporated herein by reference to Exhibit (a)(5)(E) to the
Schedule TO of LG Acquisition Corp. filed July 12, 2011
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(a)(5)(F)
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FAQ for
Suppliers, incorporated herein by reference to Exhibit (a)(5)(F) to the
Schedule TO of LG Acquisition Corp. filed July 12, 2011
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(a)(5)(G)
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Transcript
of Media Conference Call, incorporated by reference to Exhibit (a)(5)(G) to
Schedule TO of LG Acquisition Corp. filed July 13, 2011
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(a)(5)(H)
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Transcript
of Media Conference Call, incorporated by reference to Exhibit (a)(5)(H) to
Schedule TO of LG Acquisition Corp. filed July 13, 2011
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(a)(5)(I)
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Joint Press
Release issued by Lonza Group Ltd. and Arch Chemicals, Inc., dated July 15,
2011, incorporated herein by reference to Exhibit (a)(5)(I) to the Schedule
TO of LG Acquisition Corp. filed July 15, 2011.
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(a)(5)(J)
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Press
Release issued by Lonza Group Ltd., dated July 27, 2011, incorporated herein
by reference to Exhibit (a)(5)(J) to Amendment No. 2 to Schedule TO of LG
Acquisition Corp. filed July 27, 2011
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Exhibit No.
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Description
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(a)(5)(K)
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Lonza
Half-Year Report 2011, dated July 27, 2011, incorporated herein by reference
to Exhibit (a)(5)(K) to Amendment No. 2 to Schedule TO of LG Acquisition
Corp. filed July 27, 2011
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(a)(5)(L)
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Lonza
Half-Year Results Presentation to Investors, dated July 27, 2011,
incorporated herein by reference to Exhibit (a)(5)(L) to Amendment No. 2 to
Schedule TO of LG Acquisition Corp. filed July 27, 2011
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(a)(5)(M)
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Transcript
of Half-Year Results Newswires Conference Call, incorporated herein by
reference to Exhibit (a)(5)(M) to Amendment No. 3 to Schedule TO of LG
Acquisition Corp. filed July 29, 2011
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(a)(5)(N)
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Transcript
of Half-Year Results Analyst Conference Call, incorporated herein by
reference to Exhibit (a)(5)(N) to Amendment No. 3 to Schedule TO of LG
Acquisition Corp. filed July 29, 2011
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(a)(5)(O)
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Press
Release issued by Lonza Group Ltd., dated August 11, 2011, incorporated
herein by reference to Exhibit (a)(5)(O) to Amendment No. 5 to Schedule TO of
LG Acquisition Corp. filed August 11, 2011
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(a)(5)(P)
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Press
Release issued by Lonza Group Ltd., dated September 12, 2011, incorporated
herein by reference to Exhibit (a)(5)(P) to the Schedule TO of LG Acquisition
Corp. filed September 12, 2011.
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(a)(5)(Q)
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Press
Release issued by Lonza Group Ltd., dated September 29, 2011, incorporated
herein by reference to Exhibit (a)(5)(Q) to the Schedule TO of LG Acquisition
Corp. filed September 29, 2011.
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(a)(5)(R)
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Press
Release issued by Lonza Group Ltd., dated September 30, 2011, incorporated
herein by reference to Exhibit (a)(5)(R) to the Schedule TO of LG Acquisition
Corp. filed September 30, 2011.
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(a)(5)(S)
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Press Release issued by Lonza Group Ltd., dated October 17, 2011, incorporated herein by reference to
Exhibit (a)(5)(R) to the Schedule TO of LG Acquisition Corp. filed October 17, 2011.
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(a)(5)(T)
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Press Release issued by Lonza Group Ltd., dated October 20, 2011.*
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(b)(1)
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Mandate
Letter, dated as of July 10, 2011, by and among Lonza Group Ltd. and the
Initial Banks named therein, incorporated herein by reference to Exhibit
(b)(1) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(b)(2)
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Ancillary
Letter, dated as of July 13, 2011, by and among Lonza Group Ltd. and the
Initial Banks named therein, incorporated herein by reference to Exhibit
(b)(2) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(b)(3)
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Multicurrency
Term and Revolving Facilities Agreement, dated as of September 9, 2011, by
and among Lonza Group Ltd.; certain subsidiaries of Lonza Group Ltd.;
Citigroup Global Markets Limited, Credit Suisse AG and J.P. Morgan Limited,
as mandated lead arrangers; Credit Suisse AG, London Branch as agent; and the
financial institutions named therein as lenders, incorporated herein by
reference to Exhibit (b)(3) to the Schedule TO of LG Acquisition Corp. filed
September 12, 2011.
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(d)(1)
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Agreement
and Plan of Merger, dated as of July 10, 2011, by and among Lonza Group Ltd.,
LG Acquisition Corp. and Arch Chemicals, Inc., incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Arch Chemicals,
Inc. filed July 11, 2011
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(d)(2)
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Confidentiality
Agreement, dated as of May 2, 2011, between Lonza Group Ltd. and Arch
Chemicals, Inc., incorporated herein by reference to Exhibit (d)(2) to the
Schedule TO of LG Acquisition Corp. filed July 15, 2011.
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(g)
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Not
applicable
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(h)
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Not
applicable
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* Filed herewith.
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