Lifecore Biomedical Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
27 February 2008 - 8:28AM
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. 1)
Lifecore Biomedical, Inc.
(Name of Subject Company)
Lifecore Biomedical, Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
532187101
(CUSIP Number of Class of Securities)
Dennis J. Allingham
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
(952) 368-4300
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
|
|
|
o
|
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended, the
Statement
) initially filed by Lifecore Biomedical, Inc. (the
Company
) with the Securities Exchange Commission (the
SEC
) on February 21, 2008, relating to
the cash tender offer by SBT Acquisition Inc., a Minnesota corporation and wholly owned subsidiary
of SBT Holdings Inc., a Delaware corporation, disclosed in a Tender Offer Statement on Schedule TO
dated February 21, 2008, filed with the SEC, to purchase all of the outstanding shares of the
Companys common stock at a price of $17.00 per share, net to the seller in cash, without interest
and less any required withholding taxes, if any, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated February 21, 2008 (the
Offer to Purchase
), and the related
Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were filed as
Exhibits (a)(1) and (a)(2) to the Statement, respectively, and are incorporated herein by
reference. Except as otherwise indicated herein, the information set forth in the Statement remains
unchanged.
The information in the Statement is incorporated in this Amendment by reference, except that
such information is hereby amended and supplemented to the extent specifically provided herein.
On the date hereof, the Company is filing Amendment No. 1 to the Statement with the SEC for
the purpose of filing a Memorandum from the Company to all Option Holders, dated February 26, 2008,
as an exhibit to the Statement.
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:
|
|
|
Exhibit
|
|
Description
|
(a)(11)
|
|
Memorandum from the Company to all Option Holders dated February 26, 2008 (filed herewith)
|
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.
|
|
|
|
|
|
LIFECORE BIOMEDICAL, INC.
|
|
|
By:
|
/s/ Dennis J. Allingham
|
|
|
|
Dennis J. Allingham
|
|
|
|
President and Chief Executive Officer
|
|
|
Date: February 26, 2008
INDEX TO EXHIBITS
|
|
|
Exhibit No.
|
Exhibit (a)(1)*
|
|
Offer to Purchase dated February 21, 2008 (incorporated by reference to Exhibit (a)(1)(A) to the
Tender Offer Statement on Schedule TO, filed by Parent and Purchaser with respect to the Company
on February 21, 2008 (the
Schedule TO
))
|
|
|
|
Exhibit (a)(2)*
|
|
Letter of Transmittal dated February 21, 2008 (incorporated by reference to Exhibit (a)(1)(B) to
the Schedule TO)
|
|
|
|
Exhibit (a)(3)*
|
|
Press Release issued by the Company dated January 15, 2008 (incorporated by reference to the
Schedule 14D-9C of the Company filed on January 15, 2008) and Transcript of conference call by
the Company on January 15, 2008 relating to the proposed acquisition of the Company by Parent
(incorporated by reference to the Schedule 14D-9C of the Company filed on January 15, 2008)
|
|
|
|
Exhibit (a)(4)*
|
|
Press Release issued by the Company dated February 14, 2008 (incorporated by reference to the
Schedule TO-C filed by the Company on February 14, 2008)
|
|
|
|
Exhibit (a)(5)*
|
|
Press Release issued by Parent and Purchaser dated January 15, 2008 (incorporated by reference
to the Schedule TO-C filed by the Company on January 15, 2008)
|
|
|
|
Exhibit (a)(6)*
|
|
Summary Advertisement published in The New York Times dated February 21, 2008 (incorporated by
reference to Exhibit (a)(1)(I) to the Schedule TO)
|
|
|
|
Exhibit (a)(7)*
|
|
Letter to Shareholders of the Company dated February 21, 2008
|
|
|
|
Exhibit (a)(8)*
|
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated
by reference to Exhibit (a)(1)(D) to the Schedule TO)
|
|
|
|
Exhibit (a)(9)*
|
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO)
|
|
|
|
Exhibit (a)(10)*
|
|
Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO)
|
|
|
|
Exhibit (a)(11)
|
|
Memorandum from the Company to all Option Holders dated February 26, 2008 (filed herewith)
|
|
|
|
Exhibit No.
|
Exhibit (e)(1)*
|
|
Opinion of Piper Jaffray & Co. dated February 14, 2008
(incorporated by reference to Annex B of this Schedule
14D-9)
|
|
|
|
Exhibit (e)(2)*
|
|
Agreement and Plan of Merger dated as of January 15, 2008,
among Parent, Purchaser and the Company (incorporated by
reference to Exhibit (d)(1)(A) to the Schedule TO)
|
|
|
|
Exhibit (e)(3)*
|
|
The Information Statement of the Company dated as of
February 21, 2008 (incorporated by reference to Annex A of
this Schedule 14D-9)
|
|
|
|
Exhibit (e)(4)*
|
|
Confidentiality Agreement between Parent and the Company
dated July 21, 2006 (incorporated by reference to Exhibit
(d)(1)(C) to the Schedule TO)
|
|
|
|
Exhibit (e)(5)*
|
|
Form of Change in Control Agreement between the Company
and certain executive officers of the Company
(incorporated by reference to Exhibit 10.3 to the
Companys Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2004)
|
|
|
|
Exhibit (e)(6)*
|
|
Change in Control Agreement dated June 17, 2004, between
the Company and Dennis J. Allingham (incorporated by
reference to Exhibit 10.4 to the Companys Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 2004)
|
|
|
|
Exhibit (g)*
|
|
None
|
Lifecore Biomedical (MM) (NASDAQ:LCBM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Lifecore Biomedical (MM) (NASDAQ:LCBM)
Historical Stock Chart
From Sep 2023 to Sep 2024