Written Communication Relating to an Issuer or Third Party (sc To-c)
2017年4月3日 - 7:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer
Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities
Exchange Act of 1934
EMPIRE RESOURCES,
INC.
(Name of Subject
Company)
TA CHEN INVESTMENT
CORPORATION
(Offeror)
TA CHEN STAINLESS
PIPE CO., LTD.
(Parent of Offeror)
(Names of Filing
Persons)
COMMON STOCK,
$0.01 PAR VALUE
(Title of Class
of Securities)
292206E100
(CUSIP Number of
Class of Securities)
Johnny Hsieh
5855 Obispo Avenue
Long Beach, California 90805
(562) 808-8000
(Name, address
and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy
to:
Mark T. Hiraide, Esq.
Kevin Friedmann, Esq.
Mitchell Silberberg & Knupp LLP
11377 W. Olympic Boulevard
Los Angeles, California 90064
(310) 312-3768
CALCULATION
OF FILING FEE
Transaction valuation*
|
Amount of filing fee*
|
N/A*
|
N/A*
|
|
*
|
A filing fee is not required
in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer.
|
¨
|
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid: Not applicable.
|
Filing Party: Not applicable.
|
Form or Registration No.: Not applicable.
|
Date Filed: Not applicable.
|
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate
boxes below to designate any transactions to which the statement relates:
|
x
|
third-party tender offer subject to Rule 14d-1.
|
|
¨
|
issuer tender offer subject to Rule 13e-4.
|
|
¨
|
going-private transaction subject to Rule 13e-3
|
|
¨
|
amendment to Schedule 13D under Rule 13d-2.
|
Check the following
box if the filing is a final amendment reporting the results of the tender offer.
☐
If applicable,
check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
¨
|
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
¨
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This Tender Offer Statement on Schedule TO relates solely to
preliminary communications made before the commencement of a planned tender offer (the “Offer”) by Ta Chen Investment
Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Ta Chen Stainless Pipe Co., Ltd.,
a Taiwan corporation (“Ta Chen”), for all of the outstanding shares of common stock of Empire Resources, Inc. (“Empire”),
to be commenced pursuant to an Agreement and Plan of Merger, dated as of March 30, 2017, by and among Ta Chen, Purchaser and Empire.
On April 1, 2017, pursuant to the requirements of the
securities laws of Taiwan, Ta Chen submitted a filing disclosing the Offer. Such filing is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. The filing has been translated from Chinese to English.
Notice to Investors
The Offer described in this communication has not yet commenced,
and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of
Empire or any other securities. This communication is for informational purposes only. The Offer is not being made to, nor will
tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the
acceptance thereof would not comply with the laws of that jurisdiction. On the commencement date of the Offer, a tender offer statement
on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States
Securities and Exchange Commission (the “SEC”). The offer to purchase shares of Empire common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING
THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The tender offer statement will be filed with the SEC by the Purchaser and Ta Chen, and the solicitation/recommendation statement
will be filed with the SEC by Empire. Investors and security holders may obtain a free copy of these statements (when available)
and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov.
Exhibits
Exhibit
Number
|
|
Exhibit Description
|
|
|
99.1
|
|
Taiwan Filing Document, dated April 1, 2017
|
Empire Resources, Inc. (NASDAQ:ERS)
過去 株価チャート
から 5 2024 まで 6 2024
Empire Resources, Inc. (NASDAQ:ERS)
過去 株価チャート
から 6 2023 まで 6 2024