This Amendment No. 1 (this
Amendment
) to
Schedule 14D-9 amends
and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 (as
amended or supplemented from time to time, the
Schedule
14D-9
), initially filed by Tower International, Inc., a Delaware corporation (
Tower
), with the U.S. Securities and Exchange Commission on
August 15, 2019, relating to the tender offer by Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Autokiniton US Holdings, Inc., a Delaware corporation, to purchase all of the outstanding shares of Towers
Common Stock (the
Shares
) at a purchase price of $31.00 per Share, net to the seller in cash, without interest and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 15, 2019 (as it may be amended or supplemented from time to time, the
Offer to Purchase
), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
).
Except as otherwise set
forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein have the meanings assigned to such
terms in the
Schedule 14D-9. This
Amendment is being filed to reflect certain updates as set forth below.
Item 4.
|
The Solicitation or Recommendation.
|
Item 4 of the Schedule
14D-9
is hereby amended and supplemented as follows:
The following paragraph is hereby added immediately after the last paragraph under the heading
Background of the Offer and Merger
of the
Schedule 14D-9:
At 12:01 a.m. (New York City time) on August 16, 2019 the
Go-Shop
Period expired. During the
Go-Shop
Period, approximately 12 strategic parties and approximately 25 financial parties were contacted. Each party that was contacted
either notified the Company that it would not be interested in pursuing a potential transaction with the Company or did not respond. Starting immediately after 12:01 a.m. (New York City time) on August 16, 2019, the Company became subject to
customary
no-shop
restrictions on its ability to solicit alternative acquisition proposals and to provide
non-public
information to, waive standstill
obligations of and engage in discussions or negotiations with, third parties regarding alternative acquisition proposals, subject to customary exceptions set forth in the Merger Agreement.
Item 7.
|
Purposes of the Transactions and Plans or Proposals.
|
Item 7 of the Schedule
14D-9
is hereby amended and supplemented as follows:
The following paragraph is hereby added immediately after the penultimate paragraph of Item 7 of the Schedule
14D-9:
At 12:01 a.m. (New York City time) on August 16, 2019 the
Go-Shop
Period expired, as
further discussed above in Item 4. The Solicitation or Recommendation Background of the Offer and Merger.
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