TOMY Company, Ltd. Announces Successful Tender Offer & Commencement of a Subsequent Offering Period for Common Stock of RC2 C...
21 April 2011 - 6:00PM
Business Wire
TOMY Company, Ltd. (Tokyo Stock Exchange, First Section: 7867)
(“TOMY”), a Japan-based leading global toy and infant products
company, announced today the successful completion of a tender
offer through its wholly owned indirect subsidiary, Galaxy Dream
Corporation (“Purchaser”), for all outstanding shares of common
stock of RC2 Corporation (NASDAQ:RCRC) (“RC2”) for $27.90 per
share, net to the seller in cash, without interest and less any
applicable withholding taxes.
The tender offer and withdrawal rights expired at 12:00
midnight, New York City time, at the end of Wednesday, April 20,
2011. Computershare Trust Company, N.A., the depositary for the
tender offer, has advised that, as of the expiration time,
19,357,708 shares (including 719,638 shares subject to guarantees
of delivery) were validly tendered and not withdrawn, representing
approximately 89.4% of all outstanding shares of common stock of
RC2. All shares that were validly tendered and not validly
withdrawn have been accepted for purchase. Purchaser will promptly
pay for such shares, at the offer price of $27.90 per share, net to
the seller in cash, without interest and less any applicable
withholding taxes.
TOMY also announced that Purchaser will provide a subsequent
offering period for all remaining shares of RC2 common stock to
permit stockholders who have not yet tendered their shares the
opportunity to do so. This subsequent offering period commenced on
April 21, 2011 and will expire at 12:00 midnight, New York City
time, at the end of Monday, April 25, 2011. The same $27.90 per
share cash consideration offered during the initial offering period
will be paid to holders of RC2 common stock who tender their shares
during the subsequent offering period. The procedures for tendering
shares during the subsequent offering period are the same as during
the initial offering period, except that the guaranteed delivery
procedures may not be used during the subsequent offering period
and shares tendered during the subsequent offering period may not
be withdrawn.
Following the completion of the subsequent offering period, if
Purchaser obtains at least 90% of outstanding shares of RC2 through
the tender offer or otherwise, TOMY intends to complete the
acquisition of RC2 without a meeting of RC2’s stockholders through
the “short-form” merger procedure available under Delaware law. As
a result of the merger, any shares of common stock of RC2 not
tendered in the tender offer (other than shares held (i) in the
treasury of RC2 or by TOMY or Purchaser or any other direct or
indirect subsidiary of TOMY, which shares will be canceled and
extinguished or (ii) by stockholders who validly exercise appraisal
rights under Delaware law with respect to such shares) will be
canceled and converted into the right to receive the same price of
$27.90 in cash per share, without interest and less any applicable
withholding taxes, that was paid in the tender offer. If necessary
in order to accomplish the merger as a “short-form” merger,
Purchaser intends to purchase additional shares of common stock of
RC2 directly from RC2 at the same price paid in the tender offer
pursuant to its “top-up” option provided for in the merger
agreement. Following the merger, RC2 will become a wholly owned
indirect subsidiary of TOMY, and RC2’s common stock will cease to
be traded on the NASDAQ Global Select Market.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of RC2 common stock is being made
pursuant to an offer to purchase and related materials that the
Purchaser and TOMY have filed on Schedule TO with the Securities
and Exchange Commission. RC2 has also filed
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the Securities and Exchange
Commission. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. These
materials have been sent free of charge to all stockholders of RC2.
In addition, all of these materials (and all other materials filed
by RC2 with the Securities and Exchange Commission) are available
at no charge from the Securities and Exchange Commission through
its website at www.sec.gov. Free copies of the offer to purchase,
the related letter of transmittal and certain other offering
documents are also available from Okapi Partners, the information
agent for the tender offer, by calling (877) 869-0171. Investors
and security holders may also obtain free copies of the documents
filed with the Securities and Exchange Commission by RC2 by
directing a request to 1111 West 22nd Street, Suite 320, Oak Brook,
Illinois 60523.
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