UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
MEADE INSTRUMENTS CORP.
(Name
of Subject Company (Issuer))
MIT CAPITAL INC.
(Names
of Filing Persons (Offerors))
COMMON STOCK, $0.01 PAR VALUE
(Title
of Class of Securities)
583062104
(CUSIP
Number of Class of Securities)
MIT Capital Inc.
97 E Brokaw Rd, Suite 210
San Jose, CA 95112
Telephone: 408-329-6148
(Name,
address and telephone number of person authorized
to receive
notices and communications on behalf of filing persons)
Copies to:
Royse
Law Firm, PC
135
Main St., 12
th
Floor
San
Francisco, CA 94105
415-421-9700
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount
of Filing Fee*
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Not Applicable*
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Not
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A filing fee is not required in
connection with this filing as it relates solely to preliminary
communications made before the commencement of a tender offer.
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[ ]
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Check the 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.
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Amount Previously Paid:
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Form of Registration No.:
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Date Filed:
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[X]
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Check the box if the filing
relates solely to preliminary communications made before the commencement of
the tender offer.
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Check the appropriate boxes below to designate any
transactions to which the statement relates:
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[X]
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third party tender offer subject
to Rule 14d-1
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[ ]
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issuer tender offer subject to
Rule 13e-4
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going private transaction subject
to Rule 13e-3
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amendment to Schedule 13D under
Rule 13d-2
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Check the following box if the filing is a final amendment
reporting the results of the tender offer:
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On June 18, 2013, MIT
Capital Inc. a California corporation ("
MIT
"), issued the following
press release announcing its offer to acquire Meade Instruments Corp ("Meade")
in a cash tender offer for $3.65 per share.
Exhibit
A
MIT
CAPITAL INC. PROPOSES TO ACQUIRE MEADE INSTRUMENTS CORP FOR $3.65 PER SHARE IN
CASH
-$3.65
Per Share Cash Consideration is Superior to the Proposed JOC North America LLC
Agreement of $3.45 per share-
-Offer
Gives Meade Stockholders Greater Value and Certainty of a Transaction-
-Tender
Offer Commences to Expedite Timing of Transaction-
-Combination
Creates a Global Optics Company with Meade's Brand for Generations to Come-
San Jose, California - June 18, 2013 - MIT Capital Inc.
("MIT"), through its wholly-owned subsidiary,
Inc. ("Merger Sub"), incorporated in Delaware and organized for
acquisition purposes (together MIT and Merger Sub referred to herein as "MITC"),
today proposed to acquire all of the outstanding common stock of Meade Instruments
Corp. (NASDAQ: MEAD, "Meade", or "Company") for $3.65 per
share in cash. MITC's all-cash offer represents a $0.20 per share premium above
the Meade Board recommended offer made by JOC North America LLC ("JOC
North America") for Meade stockholders on May 17, 2013.
"The Meade stockholders stand to make more per share in cash
from MITC's superior offer and benefit from the significant global synergies of
the combination, when consummated. Over
the last sixteen months, MITC has been committed to working with Meade
Instruments with acquisition proposals to strengthen Meade's financials and
secure Meade's legacy and future. As early as February 7, 2013, MITC submitted
four non-binding and binding proposals to senior Meade leadership team to
acquire the Company. Our third proposal, dated May 8, was an all-cash offer of
$3.50 per share, which represented a premium of 100% over the $1.75 Meade
closing stock price on May 7, 2013. More
importantly, MITC's offer was higher than the JOC North America offer of $3.45
per share announced on May 17th," said Mr. Jason Tian, the chairman and chief
executive officer of MIT Capital Inc. and VictoryOne Inc., who owns and operates several successful businesses selling, distributing,
and manufacturing laser and optics products, data logger, and other instruments.
Mr. Tian added, "The complimentary combination of Meade and
MITC would revive the Meade brand by creating new markets for Meade products
and attract new generations of Meade fans through our sales and distribution
channels in emerging markets. Given our financial, manufacturing, sales and
distribution resources, the combination of both parties will make a vertically
integrated, cost-efficient and global optics company to accelerate global
interest and demand for Meade products."
MITC's all-cash offer provides Meade stockholders greater
value and certainty of a transaction. MITC's proposal is not subject to any
financing contingency and may be the only proposal that does not require debt
financing. MITC is promptly commencing a tender offer for all outstanding Meade
shares in order to expedite the transaction to improve Meade's deteriorating financial
health (financial position, working capital, and access to capital/liquidity)
as disclosed in Meade's recent 10-K filing. As mentioned in the Fairness
Opinion issued by Marshall &
Stevens in connection with the proposed and Board recommended
transaction to merge with JOC, Meade is facing a liquidity event:
"Per Management,
the Company's only available finance is an account receivable line of credit
that is currently approximately $100,000 overdrawn."(as of April 30, 2013)
"M&S has been
advised by management that it is unlikely the Company will be in a positive cash
flow position in the near future, and accordingly is facing a liquidity
event."
In addition, according to the following excerpt in Meade's PREM14A
filing on May 31, 2013, some of directors and executive officers may have
interests in the merger that are different from, or in addition to, Meade's
stockholders and that these interests remain undisclosed or unexplained in the
PREM14A filing:
"Interests
of the Company's Executive Officers and Directors in the Merger
In considering the recommendation of Meade's
board with respect to the merger, holders of Company common stock should be
aware that Meade's executive officers and directors may have interests in the
merger that are different from, or in addition to, the interests of holders of
Company common stock in general. The members of the board were aware of such
interests when deciding to approve the merger and to recommend that holders of
Company common stock vote in favor of the proposal to adopt the merger
agreement. "
About MIT Capital
MIT Capital Inc. and its affiliates sell, manufacturer, and
distribute laser and optics products, data logger, and other instruments
globally and in emerging markets. Led by
the award-winning entrepreneur and well established business leader Jason Tian,
MIT and its affiliates have extensive sales and distribution channels,
financial resources, manufacturing facilities and expansion capabilities, and a
deep management team focused on developing technologies and products marketable
and desired by their customers.
MITC has retained both external financial and legal advisors
to assist it with this transaction.
Contact:
MIT Capital Inc.
97 E Brokaw Rd, Suite 210
San Jose, CA 95112
Phone: 408-329-6148
In care of:
Cindy Wang
cwang@terracap.com
TerraNova Capital Partners
Cautionary statement regarding
forward-looking statements
This
communication does not constitute an offer to purchase or a solicitation of an
offer to sell any securities.
This
communication contains forward-looking statements.
MIT Capital Inc.
cautions
readers that any forward-looking statements made by
MIT Capital Inc.,
including those made in this communication, are risks and uncertainties that
may cause actual results to differ materially from those contained in the
forward-looking statements. Such forward-looking statements include, but are
not limited to, statements about the benefits of a potential business
combination transaction involving MIT
Capital Inc.
and Meade Instruments Corp.
("Meade"), including future financial and operating results,
MIT Capital Inc.'s
plans, objectives, expectations (financial or otherwise) and intentions
relating to the potential business combination and other statements that are
not historical facts.
This
announcement is for informational purposes only and does not constitute an
offer to purchase or a solicitation of an offer to sell Meade common stock. The
solicitation and the offer to buy shares of Meade common stock will be made
pursuant to an offer to purchase and related materials that MIT Capital and
VictoryOne Inc.("Merger Sub"), a wholly owned subsidiary of
MIT Capital, intend to file with the U.S. Securities and Exchange Commission
(the "
SEC
"). At the time the tender offer is commenced, MIT Capital Inc.
and Merger Sub intend to file a Tender Offer Statement on Schedule TO
containing an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer. MIT Capital Inc. and Merger Sub intend
to mail these documents to the stockholders of Meade. These documents will
contain important information about the tender offer and stockholders of Meade
are urged to read them carefully when they become available. Investors and
stockholders of Meade will be able to obtain a free copy of these documents
(when they become available) and other documents filed by MIT Capital Inc. and
Merger Sub with the SEC at the website maintained by the SEC at www.sec.gov. In
addition, the tender offer statement and related materials may be obtained for
free (when they become available) by directing such requests to MIT Capital
Inc. at Attn: Jason Tian or Michael Zhong, 97 E
Brokaw Rd, Suite 210, San Jose, CA 95112.