Amended Statement of Ownership: Solicitation (sc 14d9/a)
May 05 2015 - 2:13PM
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. 2)
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. 2 (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 4. The Solicitation or Recommendation.
Item 4 of
the Schedule 14D-9 is hereby amended and supplemented as follows:
The following paragraph is hereby added immediately after the last paragraph under the
heading Background of the Offer of the Schedule 14D-9:
At the direction of the Board, Citi
conducted the go-shop process on behalf of the Company. During the Go-Shop Period, 54 parties were contacted, provided with organized public information about the Company and invited to enter into a confidentiality agreement to receive non-public
information. Of the 54 parties contacted during the Go-Shop Period, 12 were strategic buyers and 42 were financial sponsors. During the Go-Shop Period, the Company entered into non-disclosure agreements with seven parties (one strategic buyer and
six financial sponsors) and held management meetings with three parties (one strategic buyer and two financial sponsors). Each party contacted either notified the Company that it would not be interested in pursuing a potential transaction with the
Company or did not respond. Each party that entered into a non-disclosure agreement with the Company expressly informed the Company that it would not submit an alternative acquisition proposal. As a result, the Company did not receive any
alternative acquisition proposals during the Go-Shop Period and the Go-Shop Period expired as of 11:59 p.m. (New York City time) on May 4, 2015.
Item 7. Purposes of the Transaction and Plans or Proposals.
The following paragraph is hereby added immediately after the last paragraph of Item 7 of the Schedule 14D-9:
The Go-Shop Period expired at 11:59 p.m. (New York City time) on May 4, 2015, as further discussed above in Item
4 The Solicitation or Recommendation Background of the Offer.
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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: May 5, 2015.
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NORCRAFT COMPANIES, INC. |
By: |
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/s/ Mark Buller |
Name: |
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Mark Buller |
Title: |
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Chief Executive Officer |
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