- Amended tender offer statement by Third Party (SC TO-T/A)
24 June 2009 - 12:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Catapult Communications Corporation
(Name of Subject Company (issuer))
IXIA
JOSIE ACQUISITION COMPANY
(Names of Filing Persons (offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
149016107
(CUSIP Number of Class of Securities)
Ronald W. Buckly
Senior Vice President, Corporate Affairs
and General Counsel
Ixia
26601 West Agoura Road
Calabasas, California 91302
(818) 871-1800
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Katherine F. Ashton, Esq.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401
(310) 576-2100
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
|
Transaction Valuation*
|
|
|
Amount of Filing Fee**
|
|
|
$130,694,369.25
|
|
|
|
$7,292.75
|
|
|
|
|
|
|
*
|
|
Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11
under the Securities Exchange Act of 1934, as amended (the Exchange Act). The transaction
value was determined by multiplying the purchase price of $9.25 per share by 14,129,121 shares
of common stock, par value $0.001 per share, of Catapult Communications Corporation (based
upon the representation by Catapult Communications Corporation in the Merger Agreement (as
defined herein) that, as of May 8, 2009, there were (i) 11,301,255 Shares of the Company
outstanding and (ii) outstanding stock options to purchase 2,827,866 Shares). Solely for
purposes of calculating the filing fee, all shares subject to options were included,
regardless of the exercise price of such options.
|
|
**
|
|
Pursuant to Rule 0-11 of the Exchange Act, the amount of the filing fee is calculated by
multiplying the transaction value by 0.00005580.
|
þ
|
|
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: $7,292.75
|
|
Filing Party: Josie Acquisition Company and Ixia
|
Form or Registration No.: Schedule TO
|
|
Date Filed: May 26, 2009
|
o
|
|
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:
|
|
þ
|
|
third-party tender offer subject to Rule 14d-1.
|
|
o
|
|
issuer tender offer subject to Rule 13e-4.
|
|
o
|
|
going-private transaction subject to Rule 13e-3.
|
|
o
|
|
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:
þ
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this Amendment) amends and
supplements the Tender Offer Statement on Schedule TO originally filed on May 26, 2009, as amended
by Amendment No. 1, filed on June 5, 2009 (the Schedule TO), and relates to a tender offer by
Josie Acquisition Company, a Nevada corporation and a wholly owned subsidiary of Ixia, a
California corporation, to purchase all of the outstanding shares of common stock, par value $0.001
per share (the Shares), of Catapult Communications Corporation, a Nevada corporation, at a price
of $9.25 per Share to the sellers thereof in cash without interest and less any required
withholding taxes. The terms and conditions of the offer are described in the Offer to Purchase
dated May 26, 2009 (the Offer to Purchase) and the related Letter of Transmittal. All
capitalized terms used in this Amendment without definition have the meanings ascribed to them in
the Schedule TO or the Offer to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in
this Amendment by reference to all of the applicable items in the Schedule TO, except that such
information is amended and supplemented to the extent specifically provided in this Amendment.
|
|
|
Item 11.
|
|
Additional Information
|
Item 11 of the Schedule TO, which incorporates by reference the information contained in the Offer
to Purchase, is hereby amended and supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, at the end of Monday, June 22, 2009.
A total of approximately
10,808,049 Shares (including 83,927 Shares tendered by notice of
guaranteed delivery) have been tendered and not withdrawn pursuant to the Offer, representing
approximately 95.6% of the outstanding Shares (including
approximately 0.7% of outstanding
Shares tendered by notice of guaranteed delivery). All Shares that were validly tendered and not
withdrawn have been accepted for payment in accordance with the terms of the Offer. On June 23,
2009, Ixia issued a press release announcing the results of the Offer.
Pursuant to the Merger Agreement, Ixia anticipates causing the Merger to become effective on
or about June 23, 2009 without a meeting of the Companys stockholders in accordance with the NRS.
At the Effective Time, Purchaser will merge with and into the Company, with the Company surviving
as a wholly owned subsidiary of Ixia. In the Merger, each outstanding Share (other than Shares
held by the Company or any of its subsidiaries or owned by Ixia or any of its subsidiaries, which
will automatically be cancelled without consideration) will automatically be cancelled and
converted into and become a right to receive the Offer Price without interest and less any required
withholding taxes. Following the Merger, the Shares will cease to be traded on the NASDAQ.
The press release announcing the results of the Offer and the expected closing of the Merger
is attached hereto as Exhibit (a)(5)(E) and is incorporated herein by reference.
(a)(5)(E) Press Release, dated June 23, 2009, by Ixia
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.
Dated: June 23, 2009
|
|
|
|
|
|
JOSIE ACQUISITION COMPANY
|
|
|
By:
|
/s/ Atul Bhatnagar
|
|
|
|
Atul Bhatnagar
|
|
|
|
President
|
|
|
|
IXIA
|
|
|
By:
|
/s/ Atul Bhatnagar
|
|
|
|
Atul Bhatnagar
|
|
|
|
President and Chief Executive Officer
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
(a)(5)(E)
|
|
Press Release, dated June 23, 2009, by Ixia
|
Catapult Communicatons (NASDAQ:CATT)
Historical Stock Chart
From Apr 2024 to May 2024
Catapult Communicatons (NASDAQ:CATT)
Historical Stock Chart
From May 2023 to May 2024