Amended Statement of Ownership: Solicitation (sc 14d9/a)
April 27 2015 - 3:14PM
Edgar (US Regulatory)
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. 1)
Norcraft
Companies, Inc.
(Name of Subject Company)
Norcraft
Companies, Inc.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
(Title of Class of Securities)
65557Y105
(CUSIP Number of Class of Securities)
Mark Buller
Chief Executive Officer
Norcraft Companies, Inc.
3020 Denmark Avenue, Suite 100
Eagan, MN 55121
(800)
297-0661
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
Daniel S. Evans, Esq.
Carl P. Marcellino, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 596-9000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Statement) originally filed by Norcraft Companies, Inc., a Delaware corporation (Norcraft,
we, us or the Company) with the Securities and Exchange Commission (the SEC) on April 14, 2015, relating to the cash tender offer by Fortune Brands Home &
Security, Inc., a Delaware corporation (Parent) and Tahiti Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Purchaser), to purchase all outstanding shares
(Shares) of common stock, par value $0.01 per share (the Common Stock) of the Company, at a price of $25.50 per Share (the Offer Price) in cash, without interest, less any applicable
withholding taxes. The offer to purchase Shares is being made pursuant to an Offer to Purchase of Purchaser, dated as of April 14, 2015 (as it may be amended or supplemented, the Offer to Purchase), and in the related letter
of transmittal (as amended or supplemented from time to time, the Letter of Transmittal, and, together with the Offer to Purchase, the Offer). The Offer is subject to the terms and conditions set forth in the
Tender Offer Statement on Schedule TO, together with the exhibits thereto, filed jointly by Purchaser and Parent with the SEC on April 14, 2015, as amended or supplemented from time to time. The Offer to Purchase and the Letter of Transmittal
have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Statement, respectively.
Except to the extent specifically provided in this
Amendment, the information set forth in the Statement remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Statement.
Item 8. Additional Information
(a) Item 8
(Additional Information) of the Statement is hereby amended and supplemented by adding the following to the end of the section under the heading Antitrust of the Schedule 14D-9:
On April 24, 2015, the FTC granted early termination of the waiting period under the HSR Act applicable to the Offer. With such
early termination, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.
(b)
Item 8 (Additional Information) of the Statement is hereby amended and supplemented by adding the following between the Potential for Future Arrangements and Cautionary Note Regarding Forward-Looking
Statements under a new heading Certain Litigation:
On April 23, 2015, a lawsuit captioned
Mariani v. Norcraft Companies, Inc., et al. (Civil Action No. 10941-VCN) was filed in Court of Chancery in the State of Delaware. This suit is a purported class action brought on behalf of the stockholders of the Company. The suit
alleges that the members of the Board breached their fiduciary duties to the Companys stockholders in connection with the proposed transaction. In support of his claims, the plaintiff alleges that the proposed transaction between the Company
and Purchaser does not appropriately value the Company, was the result of an inadequate process, includes preclusive deal protection devices and involves conflicts of interests. The plaintiff also alleges that the Company has failed to publicly
disclose all material information about the proposed transaction and that the public disclosures filed by the Company in connection with the proposed transaction contain misleading information. The suit also claims that Parent and Purchaser aided
and abetted these alleged violations. The complaint purports to seek unspecified damages and/or to enjoin the transaction. The plaintiff also seeks attorneys and other fees and costs, in addition to seeking other relief. The Company,
Purchaser and Parent believe that the plaintiffs allegations are without merit and intend to defend against them vigorously.
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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.
Dated: April 27, 2015
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NORCRAFT COMPANIES, INC. |
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By: |
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/s/ Leigh Ginter |
Name: |
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Leigh Ginter |
Title: |
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Chief Financial Officer |
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