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
(Amendment No. 2)
_________________
LOJACK
CORPORATION
(Name of
Subject Company)
_________________
LEXUS ACQUISITION SUB,
INC.
(Offeror)
CALAMP
CORP.
(Parent of
Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.01 PAR
VALUE PER SHARE
(Title of
Class of Securities)
539451104
(CUSIP
Number of Class of Securities)
Stephen M. Moran
Vice
President and General Counsel
CalAmp Corp.
1401 N. Rice Avenue
Oxnard, California
93030
(805) 987-9000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
_________________
Copy to:
Peter W.
Wardle
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California
90071
(213) 229-7900
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee** |
$125,319,945.45 |
$12,619.72 |
* |
Estimated for
purposes of calculating the filing fee only. The transaction value was
calculated by adding (i) 18,969,614 shares of common stock, par value
$0.01 per share ("Shares"), of LoJack Corporation ("LoJack") issued and
outstanding as of January 29, 2016 multiplied by the offer price of $6.45
per share (the "Offer Price"); (ii) 714,289 Shares underlying LoJack
restricted stock awards as of January 29, 2016, which will accelerate and
become fully vested in connection with the transaction, multiplied by the
Offer Price; (iii) 1,447,866 Shares subject to issuance pursuant to LoJack
options as of January 29, 2016, multiplied by the Offer Price less the
weighted average exercise price for such options of $3.85; and (iv) 12,010
Shares subject to issuance pursuant to LoJack restricted stock units as of
January 29, 2016, multiplied by the Offer Price; and subtracting an amount
equal to (a) 850,100 Shares beneficially owned as of the date of this
document by Parent of Offeror, Offeror and its subsidiaries, multiplied by
(b) the Offer Price. The calculation of the filing fee is based on
information provided by LoJack as of January 29, 2016. |
** |
The amount of the
filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, by multiplying the transaction valuation
by .0001007. |
[x] |
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: |
$12,619.72 |
Filing Party: |
CalAmp Corp. |
Form
or Registration No.: |
Schedule TO |
Date
Filed: |
February 16, 2016 |
[
] |
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. [x]
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 Amendment No. 2 (this "Amendment") amends and
supplements the Tender Offer Statement on Schedule TO filed with the U.S.
Securities and Exchange Commission on February 16, 2016 (together with any
amendments and supplements thereto, including this Amendment, the "Schedule TO")
by CalAmp Corp., a Delaware corporation ("CalAmp"), and Lexus Acquisition Sub,
Inc. ("Purchaser"), a Massachusetts corporation and a wholly-owned subsidiary of
CalAmp. This Schedule TO relates to the offer by Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
LoJack Corporation, a Massachusetts corporation ("LoJack"), at $6.45 per Share
(the "Offer Price"), net to the seller in cash, without interest and less any
applicable withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated February 16, 2016 (the "Offer to
Purchase"), and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings assigned to such terms in the Offer to Purchase.
Items 1, 4, 8 and 11 of the
Schedule TO are amended and supplemented by the following:
The subsequent offering period
expired at 12:00 midnight (Eastern time) on Thursday, March 17, 2016 (one minute
after 11:59 P.M., Eastern time, on Thursday, March 17, 2016). The Depositary for
the Offer has advised CalAmp and Purchaser that, as of such time, an aggregate
of 16,148,232 Shares were tendered into, and not withdrawn from, the Offer
during the initial offering period and the subsequent offering period (excluding
4,120 Shares tendered pursuant to guaranteed delivery procedures that have not
yet been delivered in settlement or satisfaction of such guarantee),
representing approximately 82.1% of the outstanding Shares on a fully-diluted
basis. Such Shares, when combined with the 850,100 Shares already owned by Purchaser, represent approximately 86.4%
of the outstanding Shares on a fully-diluted basis. Purchaser has accepted for
payment all Shares that were validly tendered during the subsequent offering
period, and payment will be made promptly in accordance with the terms of the
Offer at the Offer Price, net to the seller in cash, without interest and less
any applicable withholding taxes.
1
Following the expiration of
the subsequent offering period, Purchaser exercised the Top-Up Option to
purchase additional Shares from LoJack at a purchase price of $6.45 per Share,
which, together with the Shares purchased in the Offer and the 850,100 Shares
already owned by Purchaser, represent at least 90% of the outstanding Shares on
a fully diluted basis.
Purchaser intends to
effectuate a short-form merger in accordance with the Merger Agreement and
Section 11.05 of the MBCA, without the action of LoJacks board of directors or
the other stockholders of LoJack. As a result of the Merger, the Purchaser will
be merged with and into LoJack, with LoJack surviving the Merger as a direct,
wholly-owned subsidiary of CalAmp. At the Effective Time, each Share (other than
Shares owned by (i) CalAmp or Purchaser, which will be cancelled with no
consideration; and (ii) any shareholders of LoJack who properly exercise their
appraisal rights, if applicable) will be cancelled and converted into the right
to receive $6.45 per Share, net to the seller in cash, without interest and less
any applicable withholding taxes. LoJack will be delisted from the NASDAQ Global
Select Market following the Merger.
The full text of the joint
press release issued by CalAmp and LoJack announcing the expiration of the
subsequent offering period and the completion of the Offer is attached hereto as
Exhibit (a)(5)(C) and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following:
|
Exhibit |
|
Exhibit
Name |
|
(a)(5)(C) |
|
Joint
Press Release issued by CalAmp Corp. and LoJack Corporation on March 18,
2016. |
2
SIGNATURE
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.
Dated: March 18, 2016
CALAMP CORP. |
|
By: |
/s/ Richard
Vitelle |
Name: |
Richard Vitelle |
Title: |
Executive Vice President, Chief Financial Officer and
Secretary |
|
|
LEXUS ACQUISITION SUB, INC. |
|
By: |
/s/ Richard
Vitelle |
Name: |
Richard Vitelle |
Title: |
Treasurer and Secretary |
3
EXHIBIT INDEX
Index No.
|
(a)(1)(A) |
|
Offer to Purchase, dated February 16, 2016.* |
|
|
|
(a)(1)(B) |
|
Form of Letter of Transmittal.* |
|
|
|
(a)(1)(C) |
|
Form of Notice of Guaranteed Delivery.* |
|
|
|
(a)(1)(D) |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.* |
|
|
|
(a)(1)(E) |
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.* |
|
|
|
(a)(1)(F) |
|
Form of Summary Advertisement, dated February 16,
2016.* |
|
|
|
(a)(5)(A) |
|
Joint Press Release issued by CalAmp Corp. and LoJack Corporation
on February 16, 2016.* |
|
|
|
(a)(5)(B) |
|
Joint Press Release issued by CalAmp Corp. and LoJack Corporation
on March 15, 2016.* |
|
|
|
(a)(5)(C) |
|
Joint Press Release issued by CalAmp Corp. and LoJack Corporation
on March 18, 2016. |
|
|
|
(b) |
|
Not applicable. |
|
|
|
(d) |
|
Agreement and Plan of
Merger, dated February 1, 2016, by and among LoJack Corporation, CalAmp
Corp. and Lexus Acquisition Sub, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by CalAmp Corp. on
February 2, 2016).* |
|
|
|
(g) |
|
Not applicable. |
|
|
|
(h) |
|
Not applicable. |
|
|
|
* Previously filed.
4
Exhibit (a)(5)(C)
N E W S B
U L L E T I N |
|
FROM: |
|
|
|
FOR IMMEDIATE RELEASE
CALAMP ANNOUNCES
EXPIRATION OF SUBSEQUENT OFFERING PERIOD
AND COMPLETION OF TENDER OFFER FOR
SHARES OF LOJACK
OXNARD, CA and CANTON, MA
March 18, 2016 CalAmp Corp.
(NASDAQ: CAMP) (CalAmp) and LoJack Corporation (NASDAQ: LOJN) (LoJack)
announced today the expiration of the subsequent offering period of the cash
tender offer by CalAmps wholly-owned subsidiary, Lexus Acquisition Sub, Inc.
(Purchaser), for all of the outstanding shares of common stock of LoJack at a
price of $6.45 per share, net to the seller in cash, without interest and less
any applicable withholding taxes.
The subsequent offering period
expired at 12:00 midnight (Eastern time) on Thursday, March 17, 2016 (one minute
after 11:59 P.M., Eastern time, on Thursday, March 17, 2016). Computershare
Trust Company, N.A., the depositary for the tender offer, has advised Purchaser
that a total of 16,148,232 shares of LoJack common stock were validly tendered
and not withdrawn pursuant to the tender offer in the initial offering period
and the subsequent offering period (excluding 4,120 shares tendered pursuant to
guaranteed delivery procedures that have not yet been delivered in settlement or
satisfaction of such guarantees). Such shares, when combined with the 850,100
shares of LoJack common stock currently owned by Purchaser, represent
approximately 86.4% of the issued and outstanding shares of LoJack common stock
on a fully-diluted basis.
Following the expiration of
the subsequent offering period, in accordance with the Agreement and Plan of
Merger entered into by CalAmp, Purchaser and LoJack on February 1, 2016,
Purchaser exercised a top-up option to purchase a sufficient number of shares of
LoJack common stock directly from LoJack to allow the parties to consummate a
short-form merger of Purchaser with and into LoJack without the vote of LoJacks
stockholders pursuant to Section 11.05 of the Massachusetts Business Corporation
Act.
Upon completion of the merger,
LoJack will become a wholly-owned subsidiary of CalAmp. In the merger, each
share of LoJack common stock that was not validly tendered in the tender offer
(other than shares held by CalAmp or Purchaser, or by any stockholders of LoJack
who properly exercise their appraisal rights, if applicable) will be cancelled
and converted into the right to receive the same $6.45 per share, net to the
seller in cash, without interest and less any applicable withholding taxes, that
was paid in the tender offer. In addition, the parties anticipate that the
common stock of LoJack will cease to be traded on the NASDAQ Global Select
Market at the close of market on March 18, 2016, following completion of the
merger.
About CalAmp Corp.
CalAmp is a proven leader in
providing wireless communications solutions to a broad array of vertical market applications and customers.
CalAmps extensive portfolio of intelligent communications devices, robust and
scalable cloud service platform, and targeted software applications streamline
otherwise complex Machine-to-Machine (M2M) deployments. These solutions enable
customers to optimize their operations by collecting, monitoring and efficiently
reporting business critical data and desired intelligence from high-value mobile
and remote assets. For more information, please visit www.calamp.com.
About LoJack Corporation
LoJack, the company that has
helped more than nine million people protect their vehicles in the event of
theft over the past 25+ years, today provides safety, security and protection
for an ever-growing range of valuable assets and people. Leveraging its core
strengths, including its well-known brand, direct integration with law
enforcement and dealer distribution network, LoJack is expanding its business to
include its traditional vehicle and equipment theft recovery, people at risk and
new telematics-based products and services. LoJack is delivering new
telematics-based solutions for on-road and off-road fleet management, as well as
dealer inventory management. By expanding its brand beyond stolen vehicle
recovery, LoJack is committed to creating a new level of value for its dealer,
licensee, customer and investor communities by delivering innovative offerings
and multiple technologies in expanding geographies. For more information, visit
www.lojack.com.
Forward-Looking
Statements
This release
contains forward-looking statements related to the proposed transaction and
business combination between CalAmp and LoJack, including statements regarding
the benefits and timing of the transaction, as well as statements regarding the
companies products, markets and growth opportunities. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this release,
including the following, among others: expected synergies and other financial
benefits of the transaction may not be realized; integration of the acquisition
post-closing may not occur as anticipated; the pendency of the transaction may
have resulted in disruptions to LoJacks business that will make it more
difficult to maintain relationships with employees, customers, vendors and other
business partners; delays, disruptions or increased costs in the integration of
LoJacks technology in existing or new products and services may arise;
unanticipated restructuring costs may be incurred; attempts to retain key
personnel and customers may not succeed; the business combination or the
combined companies products may not be supported by third parties; actions by
competitors may negatively impact results; and there may be negative changes in
general economic conditions in the regions or the industries in which CalAmp and
LoJack operate. In addition, please refer to the documents that CalAmp and
LoJack file with the Securities and Exchange Commission (the SEC) on Forms
10-K, 10-Q, and 8-K, including the specific risk factors included in such
filings. These filings identify and address other important risks and
uncertainties that could cause events and results to differ materially from
those contained in the forward-looking statements set forth in this release.
Readers are cautioned not to put undue reliance on these forward-looking
statements, and CalAmp and LoJack assume no obligation to update, and do not
intend to update, these forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional
Information
This release relates to a pending business
combination transaction between CalAmp and LoJack. No statement in this release
constitutes an offer to buy, or the solicitation of an offer to sell, any
securities. A solicitation and an offer to buy shares of LoJack was made
pursuant to the offer to purchase and related materials that CalAmp filed with
the SEC on February 16, 2016. CalAmp is filing today an amendment to its Tender
Offer Statement on Schedule TO related to the transaction with the SEC, and
thereafter LoJack will file an amendment to its Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. CalAmp and LoJack
may also file other documents with the SEC regarding the transaction. This
document is not a substitute for Schedule TO, the Schedule 14D-9 or any other
document that CalAmp or LoJack may file with the SEC in connection with the
transaction.
AT ADDO
COMMUNICATIONS: |
Lasse Glassen |
General
Information |
(424) 238-6249 |
lasseg@addocommunications.com |
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