Amended Statement of Ownership: Solicitation (sc 14d9/a)
07 March 2018 - 4:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
KEY
TECHNOLOGY, INC.
(Name of Subject Company)
KEY
TECHNOLOGY, INC.
(Name of Person Filing)
Common Stock,
No Par Value
(Title Class of Securities)
493143101
(CUSIP Number
of Class of Securities)
John J. Ehren
Chief Executive Officer
Key Technology, Inc.
150
Avery Street
Walla Walla, Washington 99362
(509) 529-2161
(Name, address and telephone number of person authorized to receive notices and communications on
behalf of the persons filing statement)
With Copies to:
Ronald L. Greenman
Thomas P. Palmer
Tonkon
Torp LLP
1600 Pioneer Tower
888 SW Fifth Avenue
Portland, Oregon 97204
Telephone:
(503) 221-1440
Telecopy:
(503) 972-3706
☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 3 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
filed by Key Technology, Inc., an Oregon corporation (Key Technology), with the Securities and Exchange Commission (the SEC) on
February 8, 2018 (together with any subsequent amendments and supplements thereto, including this Amendment, the Schedule
14D-9).
The Schedule
14D-9
relates to the tender offer by Cascade Merger Sub, Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Duravant LLC, a Delaware limited liability company (Duravant), for all of the outstanding shares of
common stock, no par value (Shares), of Key Technology at a price per share of $26.75, net to the seller in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 8, 2018 (as it may be amended or supplemented from time to time, the Offer to Purchase) and in the related letter of transmittal (as it may be amended or supplemented from time to time, the
Letter of Transmittal, which, together with the Offer to Purchase, constitutes the Offer). The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Duravant and
Purchaser with the SEC on February 8, 2018.
Capitalized terms used but not defined in this Amendment shall have the meanings
assigned to such terms in the Schedule
14D-9.
The information in the Schedule
14D-9
is incorporated into this Amendment by reference to all applicable items in the
Schedule
14D-9,
except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 8. Additional Information
The subsection of Item 8 of the Schedule
14D-9
titled German Competition Law is hereby
amended and supplemented by adding the following paragraph at the end of the subsection:
On March 5, 2018, the FCO granted
unconditional approval of the Offer and the Merger in accordance with German Competition Law. Accordingly, Key Technology is not aware of any other clearances under applicable antitrust laws that must be obtained prior to the consummation of the
Offer and the Merger.
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.
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Date: March 6, 2018
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KEY TECHNOLOGY, INC.
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By:
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/s/
John J. Ehren
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Name
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John J. Ehren
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Title:
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President and Chief Executive Officer
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