Written Communication Relating to an Issuer or Third Party (sc To-c)
19 September 2017 - 7:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
Enzymotec Ltd.
(Name of Subject Company)
Frutarom Ltd.
(Name of Filing Persons (offerors))
Ordinary Shares, par value NIS 0.01
per share
(Title of Class of Securities)
M4059L101
(CUSIP Number of Class of Securities)
Tali Mirsky, Adv.
Global VP Legal Affairs & Corporate Secretary
Frutarom Ltd.,
25 Hashaish St.,
Haifa 2629183, Israel
+97299603800
(
Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications
)
Copies
to:
Adam O. Emmerich, Esq. and Edward J. Lee, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
CALCULATION OF FILING FEE
Transaction valuation*
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Amount of filing fee*
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N/A
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N/A
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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o
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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.
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Amount Previously Paid: N/A
Form or Registration No.: N/A
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Filing Party: N/A
Date Filed: N/A
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x
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Check the box if filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
third-party tender offer subject to Rule 14d-1.
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o
issuer tender offer subject to Rule 13e-4.
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o
going-private transaction subject to Rule 13e-3.
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o
amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
o
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This filing relates solely to preliminary communications
made before a possible commencement of a tender offer by Frutarom Ltd., an Israeli corporation (the “
Purchaser
”)
and a wholly-owned subsidiary of Frutarom Industries Ltd., an Israeli corporation (the “
Parent
”), to acquire
all of the outstanding ordinary shares, par value NIS 0.01 per share, of Enzymotec Ltd., an Israeli corporation (“
Enzymotec
”),
that are not already owned by Parent and its subsidiaries.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer referenced in this communication
has not yet commenced. There can be no assurance whether or when such tender offer will be commenced or will be successfully completed.
This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials that will be filed with the United States Securities and Exchange
Commission (the “
SEC
”) if and when a tender offer is commenced. The solicitation and offer to buy Enzymotec
stock will only be made pursuant to an Offer to Purchase and related tender offer materials if and when a tender offer is commenced.
If and at the time a tender offer is commenced, Purchaser will file a tender offer statement on Schedule TO and thereafter Enzymotec
will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. IF AND WHEN
A TENDER OFFER IS COMMENCED, THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION.
ENZYMOTEC STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF ENZYMOTEC SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SECURITIES. If and when a tender offer is commenced, the Offer to Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Enzymotec
stock at no expense to them. If and when a tender offer is commenced, the tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov or by calling an information agent that will
be identified by Purchaser.
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Letter, dated September 18, 2017.
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99.2
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Immediate Report of Frutarom Industries Ltd., dated September 18, 2017.
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