Nevada Chemicals Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
2008年10月7日 - 5:51AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)
NEVADA CHEMICALS, INC.
(Name of Subject
Company)
NEVADA CHEMICALS, INC.
(Name of Person
Filing Statement)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of
Securities)
64127C107
(CUSIP Number of
Common Stock)
Kevin Davis
9149 S.
Monroe Plaza Way, Suite B
Sandy, UT
84070
(801)
984-0228
(Name, Address and
Telephone Number of
Person Authorized
to Receive Notices
and Communications
on Behalf of the
Person Filing
Statement)
COPY
TO:
Scott
Loveless
Parr
Waddoups Brown Gee & Loveless
185 South
State Street, Suite 800
Salt Lake
City, Utah 84111-1537
(801) 532-7840
o
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 2
to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously
filed by Nevada Chemicals, Inc., a Utah corporation (the Company), with the
Securities and Exchange Commission (the Commission) on September 22, 2008, as amended by
Amendment No. 1 to Schedule 14D-9 filed with the Commission on September 26,
2008 (as so amended, the Schedule 14D-9), relating to the tender offer
commenced by Calypso Acquisition Corp., a Utah corporation and a direct,
wholly-owned subsidiary of Cyanco Holding Corp., a Delaware corporation, to
purchase all of the outstanding shares of the Companys common stock, par value
$0.001 per share, for $13.37 per share, upon the terms, and subject to the
conditions, set forth in the Offer to Purchase, dated September 19, 2008
and in the related Letter of Transmittal. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
The first sentence of the
subsection titled
Reasons for the
Recommendation of the Company Board
of section (b) of Item 4 is
hereby amended to read as follows:
In reaching its
recommendation described in Section (a) of this Item 4 regarding
the Offer, the Merger and the Merger Agreement, the Company Board considered
the following factors:
The subsection titled
Reasons for the Recommendation of the Company Board
of
section (b) of Item 4 is amended to insert the following paragraph
immediately before the second to last paragraph of such subsection:
In considering the
foregoing factors, the discussion of the Company Board focused on the
following: (i) the peer group and precedent merger and acquisition
transaction analysis presented by the Companys Financial Advisor reflecting an
EBITDA multiple for the Company which was at the high end or exceeded the peer
group and merger and acquisition multiples, especially when adjusted for the
non-controlling interest in Cyanco held by the Company and the lack of
marketability discount (see discussion under
Peer
Group Analysis
and
Precedent Merger and Acquisition Transactions
on pages 20 and 21); (ii) historical
trading prices for the Companys stock and the liquidity in the trading market
for the shares; (iii) the capital expenditure, permitting and timing
requirements associated with the expansion of Cyancos facilities necessary to
meet its production commitments; (iv) the dependence of Cyanco on mining
activity in the freight logical western United States region, which is
influenced by the price of gold and discoveries of new gold deposits and the
economic exhaustion of existing deposits; (v) the opportunities for further
growth for Cyanco, especially considering its high market share in its current
marketing region; (vi) the uniqueness of the business and operations of
Cyanco and the limited number of potential interested buyers; (vii) political
and environmental opposition to sodium cyanide and mining in general; and (viii) the
potential for the development of new technologies to replace the processes
currently using sodium cyanide.
The last two paragraphs of the subsection titled
Reasons for the Recommendation of the Company Board
of
section (b) of Item 4 are hereby amended to read in their entirety as
follows:
Based on its
review and discussion of the foregoing factors, the Company Board believes that
the benefits of the Offer and the Merger to the Company stockholders outweigh
the risks of the Offer and the Merger and that the transaction is in the best
interests of the Company and its stockholders and, for that reason, recommends
that the stockholders accept the Offer and, to the extent necessary, approve
the Merger and the Merger Agreement. In
analyzing the Offer and the Merger, the Companys management and the Company
Board were assisted and advised by representatives of the Companys Financial
Advisors and the Companys legal counsel, who reviewed various financial, legal
and other considerations in addition to the terms of the Merger Agreement.
In light of the
variety of factors considered in connection with its evaluation of the Offer
and the Merger, the Company Board did not find it practicable to, and did not,
quantify or otherwise assign relative weights to the specific factors
considered in reaching its determinations and recommendations. Moreover, each
member of the Company Board applied his own personal business judgment to the
process and may have given different weight to different factors.
Item 9. Exhibits.
(a)(1)(A)
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Offer to Purchase, dated
September 19, 2008 (incorporated by reference to
Exhibit (a)(1)(A) to the Schedule TO of Parent and Purchaser, filed
with the SEC on September 19, 2008).*
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(a)(1)(B)
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Form of Letter of Transmittal
(incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO
of Parent and Purchaser, filed with the SEC on September 19, 2008).*
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(a)(2)(A)
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Opinion
of Christenberry Collett & Company, Inc. dated September 8,
2008 (included as Annex I to the Schedule 14D-9).*
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(a)(3)
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Not
applicable.
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(a)(4)
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Not
applicable.
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(a)(5)
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Joint
press release issued by Company and Parent, dated September 5, 2008
(incorporated by reference to Exhibit 99.1 to Current Report on
Form 8-K filed with the SEC by Company on September 8, 2008).*
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(a)(6)
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Information
Statement of the Company (included as Annex II to the Schedule 14D-9).*
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(e)(1)
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Agreement
and Plan of Merger, dated as of September 5, 2008, by and among Parent,
Purchaser and Company (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K filed with the SEC by Company on
September 8, 2008).*
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(e)(2)
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Non-disclosure
Agreement, dated as of July 11, 2007, by and between Parent and Company.*
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(e)(3)
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Support
Agreement, dated as of September 4, 2008, by and among Calypso
Acquisition Corp., Cyanco Holding Corp. and Dr. John T. Day.*
Support
Agreement, dated as of September 4, 2008, by and among Calypso
Acquisition Corp., Cyanco Holding Corp. and Bryan Bagley.*
Support
Agreement, dated as of September 4, 2008, by and among Calypso
Acquisition Corp., Cyanco Holding Corp. and BLA Irrevocable Investment
Trust.*
Support
Agreement, dated as of September 4, 2008, by and among Calypso Acquisition
Corp., Cyanco Holding Corp. and Mr. Garfield Cook.*
Support
Agreement, dated as of September 4, 2008, by and among Calypso
Acquisition Corp., Cyanco Holding Corp. and James E. Solomon.*
Support
Agreement, dated as of September 4, 2008, by and among Calypso
Acquisition Corp., Cyanco Holding Corp. and Nathan L. Wade.*
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(e)(4)
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Guarantee,
dated September 5, 2008 by OCM Principal Opportunities Fund IV, L.P. in
favor of the Company.*
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(e)(5)
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Employment
Agreement, dated May 19, 1999, by and between Company and John T. Day.*
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(g)
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None.
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*Previously filed as exhibits to the Schedule 14D-9.
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this Amendment No. 2 to Schedule 14D-9 is true, complete, and correct.
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NEVADA CHEMICALS, INC.
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October 6, 2008
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By
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/s/ JOHN T. DAY
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John T. Day
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President
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Nevada Chemicals (NASDAQ:NCEM)
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Nevada Chemicals (NASDAQ:NCEM)
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