UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
Enzymotec Ltd.
(
Name of Issuer
)
Ordinary Shares, par value NIS 0.01
per share
(
Title of Class of Securities
)
M4059L101
(
CUSIP Number
)
Tali Mirsky, Adv.
Global VP Legal Affairs & Corporate Secretary
Frutarom Ltd.,
25 Hashaish St.,
Haifa 2629183, Israel
+972-9-960-3800
(
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
October 28, 2017
(
Date of Event Which Requires Filing of This Statement
)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
1
|
Names
of reporting persons: Frutarom Ltd.
|
2
|
Check
the appropriate box if a member of a group (see instructions)
(a)
x
(b)
o
|
3
|
SEC use
only
|
4
|
Source
of funds (see instructions): WC & BK
|
5
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
6
|
Citizenship
or place of organization: Israel
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power: 0
|
8
|
Shared
voting power: 4,391,049 Ordinary Shares, NIS 0.01 par value per share
|
9
|
Sole dispositive
power: 0
|
10
|
Shared
dispositive power: 4,391,049 Ordinary Shares, NIS 0.01 par value per share
|
11
|
Aggregate
amount beneficially owned by each reporting person: 4,391,049 Ordinary Shares, NIS 0.01 par value per share
|
12
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
13
|
Percent
of class represented by amount in Row (11): 18.74%
(1)
|
14
|
Type of
reporting person: CO
|
|
|
(1)
|
The
percentage beneficial ownership expressed herein is based on 23,428,099 ordinary shares
of the Issuer outstanding as of October 25, 2017, based on information included in that
certain Agreement and Plan of Merger, by and among Frutarom Ltd., Frutarom Tech Ltd.
and Enzymotec Ltd. filed as Exhibit 99.4 to this Amendment No. 4 to Schedule 13 D.
|
1
|
Names
of reporting persons: Frutarom Industries Ltd.
|
2
|
Check
the appropriate box if a member of a group (see instructions)
(a)
x
(b)
o
|
3
|
SEC use
only
|
4
|
Source
of funds (see instructions): WC & BK
|
5
|
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
|
6
|
Citizenship
or place of organization: Israel
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole
voting power: 0
|
8
|
Shared
voting power: 4,391,049 Ordinary Shares, NIS 0.01 par value per share
|
9
|
Sole dispositive
power: 0
|
10
|
Shared
dispositive power: 4,391,049 Ordinary Shares, NIS 0.01 par value per share
|
11
|
Aggregate
amount beneficially owned by each reporting person: 4,391,049 Ordinary Shares, NIS 0.01 par value per share
|
12
|
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
o
|
13
|
Percent
of class represented by amount in Row (11): 18.74%
(1)
|
14
|
Type of
reporting person: CO
|
|
|
(1)
|
The
percentage beneficial ownership expressed herein is based on 23,428,099 ordinary shares
of the Issuer outstanding as of October 25, 2017, based on information included in that
certain Agreement and Plan of Merger, by and among Frutarom Ltd., Frutarom Tech Ltd.
and Enzymotec Ltd. filed as Exhibit 99.4 to this Amendment No. 4 to Schedule 13 D.
|
This Amendment No.
4 to Schedule 13D (this “
Amendment No. 4
”) amends and supplements the statement on Schedule 13D jointly filed
by Frutarom Ltd. (“
Frutarom
” or “
Parent
”) and Frutarom Industries Ltd. (“
Industries
”),
both Israeli companies (Frutarom and Industries are together referred to herein as the “
Reporting Persons
”),
with the United States Securities and Exchange Commission on July 31, 2017, as amended and supplemented by Amendment No. 1 thereto
filed August 3, 2017, Amendment No. 2 thereto filed August 24, 2017, and Amendment No. 3 thereto filed September 18, 2017 (as
amended and supplemented, the “
Schedule 13D
”) and relates to the ordinary shares, par value NIS 0.01 per share
(the “
Shares
”) of Enzymotec Ltd., an Israeli company (the “
Issuer
”). This Amendment No.
4 amends the Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below,
all Items of the Schedule 13D remain unchanged.
Capitalized terms used
in this Amendment No. 4 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule
13D.
Item 3. Sources
and Amounts of Funds or Other Consideration
Item 3 of the Schedule
13D is hereby amended and supplemented to add the following at the end thereof:
The description of
the Merger (as defined in Item 4 below) set forth in Item 4 below is incorporated by reference in its entirety into this Item
3. Frutarom anticipates that funding for the Merger Consideration (as defined in Item 4 below) payable pursuant to the Merger
will be obtained from a bank or financial institution financing that Frutarom expects to enter into prior to closing of the Merger.
Item 4. Purpose
of Transaction
Item 4 of the Schedule
13D is hereby amended and supplemented to add the following at the end thereof:
On October 28, 2017,
Parent, Frutarom Tech Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent
(“
Merger Sub
”), and the Issuer entered into an Agreement and Plan of Merger (the “
Merger Agreement
”),
pursuant to which Merger Sub will merge with and into the Issuer (the “
Merger
”), with the Issuer continuing
as the surviving company (“
Surviving Company
”) and a wholly owned subsidiary of Parent. If the Merger is consummated,
the Shares will be delisted from the Nasdaq Global Select Market and will cease to be registered under the Exchange Act, and the
Issuer will be privately held by Parent.
The Merger Agreement and the consummation of the
transactions contemplated by the Merger Agreement have been approved by the respective boards of directors of the Issuer, Parent
and Merger Sub.
Pursuant to the Merger
Agreement, at the effective time of the Merger (the “
Effective Time
”), each Share issued and outstanding immediately
prior to the Effective Time (other than Shares that are held in the treasury of the Issuer or reserved for issuance by the Issuer,
or owned by any wholly owned subsidiary of the Issuer, Parent or any wholly owned subsidiary of Parent) will be converted into
the right to receive $11.90 per Share in cash, without interest and less applicable withholding taxes (the “
Merger Consideration
”).
The Merger Consideration reflects a premium of approximately 39.8% over the closing price of the Shares on July 31, 2017, the
last trading day prior to the date on which Frutarom announced having become an interested party in the Issuer.
The closing of the
Merger is subject to the approval of the Merger Agreement by the Issuer’s shareholders (the “
Shareholder Approval
”).
In addition to the receipt of the Shareholder Approval, the closing of the Merger is subject to several customary conditions,
including, among others, (i) the passage of the statutory waiting periods following the filing of the merger proposal with the
Registrar of Companies of the State of Israel and the receipt of the Shareholder Approval, (ii) the absence of any law or order
preventing the consummation of the Merger, (iii) the accuracy of the representations and warranties of each party in the
Merger Agreement (subject to the qualifications specified in the Merger Agreement), (iv) compliance in all material respects by
each party with its covenants under the Merger Agreement, and (v) the absence of a material adverse effect (as such term is defined
in the Merger Agreement) with respect to the Issuer from the date of the Merger Agreement. The Merger is not subject to any financing
condition or approval of Parent’s shareholders.
The Merger Agreement
contains representations, warranties and covenants of the Issuer, Parent and Merger Sub. These covenants include an obligation
of the Issuer, subject to certain exceptions, to conduct its business in the ordinary course during the period between the execution
of the Merger Agreement and the Effective Time and not to engage in certain types of transactions during this period unless approved
in writing in advance by Parent, in each case subject to specified exceptions.
The Merger Agreement
provides that, during the period from the date of the Merger Agreement until the Effective Time, the Issuer will be subject to
certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to provide non-public information
to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary
exceptions. In addition, subject to customary exceptions, the Issuer has agreed not to withhold, withdraw, qualify or modify in
a manner adverse to Parent the recommendation of the Issuer’s board of directors (“
Issuer’s Board
”)
that the Issuer’s shareholders approve the Merger Agreement.
The Merger Agreement
also provides for certain termination rights for both the Issuer and Parent, including the right of either party to terminate
the Merger Agreement if the Merger is not consummated by March 30, 2018. Upon termination of the Merger Agreement under certain
specified circumstances, the Issuer may be required to pay Parent a termination fee of $14,500,000.
It
is anticipated that upon the consummation of the Merger, the officers of the Issuer and the directors of Merger Sub at the effective
time of the Merger will become the officers and directors of the Surviving Company, until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Surviving
Company’s articles of association.
Upon
the consummation of the Merger, the Articles of Association of the Issuer as of the Effective Time will become the Articles of
Association of the Surviving Company until amended in accordance with applicable law.
The
Merger Agreement also provides for the nomination of three Parent nominees (the “
Parent Nominees
”) for election
to the Issuer’s Board at the upcoming annual meeting of the Issuer, subject to the receipt of the Shareholder Approval.
Subject to certain exceptions, the Parent Nominees have agreed to certain restrictions around participation in Issuer’s
Board meetings pertaining to the Merger Agreement. In addition, the Parent Nominees have agreed to automatically resign from Issuer’s
Board in the event Parent’s beneficial ownership of outstanding Shares falls below 10% (disregarding, for the purpose of
such calculation, dilution resulting from issuances of Shares after the date of the Merger Agreement).
A
copy of the Merger Agreement has been included as Exhibit 99.4 to this Amendment No. 4 to provide investors with information regarding
its terms. It is not intended to provide any other factual
information about
the Issuer, Parent or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained
in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit
of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties thereto, including being qualified
by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual
risk and governing the contractual rights and relationships between the parties to the Merger Agreement; and may be subject to
standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on
the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the Issuer, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning
the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Issuer’s public disclosures.
This
summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement
filed as Exhibit 99.4 to this Amendment No. 4, which is incorporated by reference in its entirety into this Item 4.
A
copy of the press release (“
Press Release
”) issued by Parent on October 29, 2017 announcing the execution of
the Merger Agreement is filed as Exhibit 99.5 to this Amendment No. 4, and is incorporated by reference into this Item 4.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule
13D is hereby amended and supplemented by incorporating the information in Item 4 above by reference in its entirety.
Item 7. Material to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby supplemented
by adding the following exhibits:
|
|
|
99.4
|
Agreement and Plan of Merger, dated as of October 28, 2017, by and among Enzymotec Ltd.,
Frutarom Ltd., and Frutarom Tech Ltd.
|
|
|
99.5
|
Press Release, dated as of October 29, 2017.
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 30, 2017
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FRUTAROM LTD.
|
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|
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By:
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/s/ Tali Mirsky
|
|
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Name:
|
Tali Mirsky
|
|
|
Title:
|
Global VP Legal Affairs & Corporate Secretary
|
|
|
|
|
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FRUTAROM INDUSTRIES LTD.
|
|
|
|
|
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By:
|
/s/ Tali Mirsky
|
|
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Name:
|
Tali Mirsky
|
|
|
Title:
|
Global VP Legal Affairs & Corporate Secretary
|
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