MDS Midas, Inc.

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)

OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

MIDAS, INC.

(Name of Subject Company (Issuer))

GEARSHIFT MERGER CORP.

a wholly owned subsidiary of

TBC CORPORATION

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

595626102

(CUSIP Number of Class of Securities)

 

 

Brian Maciak

VP & General Counsel, TBC Retail Group

TBC Corporation

4300 TBC Way

Palm Beach Gardens, FL 33410

(561) 383-3000 ext. 2608

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

 

 

with copies to:

Alan J. Neuwirth, Esq.

Bradley K. Edmister, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178-0060

(212) 309-6110

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$172,019,707		$19,713.46

*

The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation is equal to the sum of (a) an amount equal to $11.50, the per share tender offer price, multiplied by the sum of 14,408,542, the number of shares of common stock issued and outstanding (including 752,479 shares of restricted stock), plus (b) an amount equal to 1,681,511, the number of shares of common stock that were reserved for issuance pursuant to stock option and stock appreciation rights plans, multiplied by $11.50, plus an amount equal to 41,273, the number of shares of common stock that were reserved for issuance pursuant to a warrant agreement, multiplied by $11.50. The foregoing share figures have been provided by the issuer to the offerors and are as of close of business on March 9, 2012, the most recent practicable date.

**	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction valuation by 0.00011460.

 

¨	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:				Not applicable		Filing Party:		Not applicable
Form or Registration No.:				Not applicable		Date Filed:		Not applicable

 

¨	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: ¨

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).

 

 

 

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This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Gearshift Merger Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of TBC Corporation, a Delaware corporation (“Parent”), to purchase all of the shares of common stock, par value $0.001 per share (together with the associated preferred stock purchase rights, the “Shares”), of Midas, Inc., a Delaware corporation (“Midas”), that are issued and outstanding at a price of $11.50 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 28, 2012 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and the related letter of transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer.”

Pursuant to General Instruction F to Schedule TO, the information set forth in the Offer to Purchase, including all annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

 

Item 1.

Summary Term Sheet .

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

 

Item 2.

Subject Company Information .

Regulation M-A Item 1002

(a) Name and Address . The information set forth in the Offer to Purchase under the caption, THE TENDER OFFER — Section 7 (“Certain Information Concerning Midas”), is incorporated herein by reference. The name, address and telephone number of the subject company’s principal executive offices are as follows:

Midas, Inc.

1300 Arlington Heights Road

Itasca, Illinois 60143

(630) 438-3000

(b) Securities . The information set forth on the cover page and INTRODUCTION to the Offer to Purchase is incorporated herein by reference.

(c) Trading Market and Price . The information set forth in the Offer to Purchase under the caption, THE TENDER OFFER — Section 6 (“Price Range of Shares; Dividends”), is incorporated herein by reference.

 

Item 3.

Identity and Background of Filing Person .

Regulation M-A Item 1003

(a)-(c)  Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 8 (“Certain Information Concerning Purchaser and Parent”)

ANNEX A

ANNEX B

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Item 4.

Terms of the Transaction .

Regulation M-A Item 1004

(a) Material Terms . For the purposes of subsections (1)(i)-(viii), (x) and (xii), the information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

INTRODUCTION

THE TENDER OFFER — Section 1 (“Terms of the Offer”)

THE TENDER OFFER — Section 2 (“Acceptance for Payment and Payment for Shares”)

THE TENDER OFFER — Section 3 (“Procedures for Accepting the Offer and Tendering Shares”)

THE TENDER OFFER — Section 4 (“Withdrawal Rights”)

THE TENDER OFFER — Section 5 (“Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 15 (“Conditions to the Offer”)

THE TENDER OFFER — Section 16 (“Adjustments to Prevent Dilution”)

Subsections (1)(ix) and (xi) are not applicable.

For the purposes of subsections (2)(i)-(v) and (vii), the information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

INTRODUCTION

THE TENDER OFFER — Section 1 (“Terms of the Offer”)

THE TENDER OFFER — Section 5 (“Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Midas”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Midas; Rights Agreement”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 15 (“Conditions to the Offer”)

THE TENDER OFFER — Section 16 (“Adjustments to Prevent Dilution”)

Subsection (2)(vi) is not applicable.

 

Item 5.

Past Contacts, Transactions, Negotiations and Agreements .

Regulation M-A Item 1005

(a) Transactions . Not Applicable.

(b) Significant Corporate Events . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Midas”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

 

Item 6.

Purposes of the Transaction and Plans or Proposals .

Regulation M-A Item 1006

(a) Purposes . The information set forth in the Offer to Purchase under the caption, THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Midas; Rights Agreement”), is incorporated herein by reference.

 

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(c) (1)-(7)  Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Midas”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Midas; Rights Agreement”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 14 (“Dividends and Distributions”)

 

Item 7.

Source and Amount of Funds or Other Consideration .

Regulation M-A Item 1007

(a) Source of Funds . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

(b) Conditions . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

(d) Borrowed Funds . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements “)

 

Item 8.

Interest in Securities of the Subject Company .

Regulation M-A Item 1008

(a) Securities Ownership . The information set forth in the Offer to Purchase under the caption, THE TENDER OFFER — Section 8 (“Certain Information Concerning Purchaser and Parent”), is incorporated herein by reference.

(b) Securities Transactions . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 8 (“Certain Information Concerning Purchaser and Parent”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements — Tender and Support Agreement”)

 

Item 9.

Persons/Assets, Retained, Employed, Compensated or Used .

Regulation M-A Item 1009

(a) Solicitations or Recommendations . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 18 (“Fees and Expenses”)

 

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Item 10.

Financial Statements .

Regulation M-A Item 1010

(a) Financial Information. Not applicable.

(b) Pro Forma Information. Not applicable.

 

Item 11.

Additional Information .

Regulation M-A Item 1011

(a) Agreements, Regulatory Requirements and Legal Proceedings . The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Midas”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Midas”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 17 (“Certain Legal Matters; Regulatory Approvals”)

THE TENDER OFFER — Section 19 (“Miscellaneous”)

(b) Other Material Information . The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

 

Item 12.

Exhibits .

Regulation M-A Item 1016

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated March 28, 2012
(a)(1)(B)		Letter of Transmittal
(a)(1)(C)		Notice of Guaranteed Delivery
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)		Summary Advertisement as published in the Wall Street Journal on March 28, 2012
(a)(1)(G)		Joint Press Release issued by Midas and Parent dated March 13, 2012 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent and Purchaser with the Securities and Exchange Commission on March 13, 2012)
(a)(1)(H)		Joint Press Release issued by Midas and Parent and dated March 28, 2012
(d)(1)		Agreement and Plan of Merger, dated as of March 12, 2012, by and among Parent, Purchaser and Midas (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Midas with the Securities and Exchange Commission on March 15, 2012)
(d)(2)		Tender and Support Agreement, dated as of March 12, 2012, by and among Parent, Purchaser, Midas, Alan D. Feldman and the Alan D. Feldman Irrevocable 2010 Midas Grantor Annuity Trust (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Midas with the Securities and Exchange Commission on March 15, 2012)

 

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Exhibit No.		Description
(d)(3)		Keep Well Undertaking, dated as of March 12, 2012, by and among Sumitomo Corporation of America, Parent and Purchaser
(d)(4)		Confidentiality Agreement, dated September 21, 2011, between Midas and Parent (incorporated by reference to Exhibit (e)(5) to the Schedule 14D-9 filed by Midas with the Securities and Exchange Commission on March 28, 2012)

 

Item 13.

Information Required by Schedule 13E-3 .

Not applicable.

 

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated March 28, 2012
(a)(1)(B)		Letter of Transmittal
(a)(1)(C)		Notice of Guaranteed Delivery
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)		Summary Advertisement as published in the Wall Street Journal on March 28, 2012
(a)(1)(G)		Joint Press Release issued by Midas and Parent dated March 13, 2012 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent and Purchaser with the Securities and Exchange Commission on March 13, 2012)
(a)(1)(H)		Joint Press Release issued by Midas and Parent and dated March 28, 2012
(d)(1)		Agreement and Plan of Merger, dated as of March 12, 2012, by and among Parent, Purchaser and Midas (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Midas with the Securities and Exchange Commission on March 15, 2012)
(d)(2)		Tender and Support Agreement, dated as of March 12, 2012, by and among Parent, Purchaser, Midas, Alan D. Feldman and the Alan D. Feldman Irrevocable 2010 Midas Grantor Annuity Trust (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Midas with the Securities and Exchange Commission on March 15, 2012)
(d)(3)		Keep Well Undertaking, dated as of March 12, 2012, by and among Sumitomo Corporation of America, Parent and Purchaser
(d)(4)		Confidentiality Agreement, dated September 21, 2011, between Midas and Parent (incorporated by reference to Exhibit (e)(5) to the Schedule 14D-9 filed by Midas with the Securities and Exchange Commission on March 28, 2012)