Introduction
This
Solicitation/Recommendation Statement on Schedule 14D-9 (the Statement)
relates to an offer (the Offer) by Hexagon Canada Acquisition Inc. (the Offeror),
a wholly-owned subsidiary of Hexagon AB, a company organized under the laws of
Sweden (Hexagon), to purchase, at a purchase price of U.S. $50.00 per share
in cash, all of the issued and outstanding common shares, no par value (the Shares),
of NovAtel Inc., a Canadian corporation (NovAtel), including those Shares
that may become outstanding upon the exercise of stock options after the date
of the Offer but before 5:00 p.m. (New York, New York time) on November 27,
2007 (the Expiry Date), or such later date as is set out in a notice of
variation of the Offer issued at any time extending the period during which
Shares may be deposited into the Offer, upon the conversion, exchange or
exercise of any securities of NovAtel that are convertible into or exchangeable
or exercisable for Shares. In connection with the Offer, NovAtels board of
directors has prepared a directors circular (the Directors Circular)
pursuant to applicable securities laws in Canada and the United States. The
Directors Circular, which will be mailed to NovAtel shareholders on or about October 19,
2007, is filed as Exhibit (a)(1) to this Statement and is
incorporated herein by reference in its entirety.
Item
1.
Subject
Company Information.
(a) The name of the subject company is NovAtel Inc., a corporation
organized under the laws of Canada. The address and telephone number of its
principal executive offices is NovAtel Inc., 1120-68th Avenue, N.E.,
Calgary, Alberta, Canada T2E 8S5, (403) 295-4500.
(b) This Statement is filed in respect of the Shares. As of October 18,
2007, there were 9,588,060 Shares issued and outstanding (including
953,864 Shares owned by Hexagon); options for 637,015 Shares outstanding; and a
debenture convertible into 764,045 Shares.
Item
2.
Identity
and Background of Filing Person.
(a) NovAtel is the subject company and the person filing this
Statement. NovAtels name, business address and telephone number are set forth
in Item 1 above, which information is incorporated herein by reference. NovAtel
maintains a website at www.novatel.ca. The website and the information on or
connected to the website are not part of this Statement and are not
incorporated herein by reference.
(b) This Statement relates to the Offer as set forth under Introduction
above, which information is incorporated herein by reference.
The Offer is on the terms
and subject to the conditions set forth in a Tender Offer Statement and Rule 13E-3
Transaction Statement filed on Schedule TO (the Schedule TO), dated October 19,
2007, filed by Hexagon and the Offeror with the U.S. Securities and Exchange
Commission (the SEC). According to the Schedule TO, the Offer will expire at
5:00 p.m. (New York, New York time) on November 27, 2007, unless the
Offeror accelerates, extends or withdraws the Offer.
As set forth in the
Schedule TO, the Offerors business office is located at Cylindervägen 12,
131 26 Nacka Strand, Sweden and the telephone number is +46 08 601
2620.
Item
3.
Past
Contacts, Transactions, Negotiations and Agreements.
The information set forth
in the Directors Circular under the headings Ownership of Securities of
NovAtel, Arrangements between NovAtel and its Directors and Senior Officers,
Arrangements between Hexagon, the Offeror, NovAtel and the Directors and
Senior Officers of NovAtel, Trading in Securities of NovAtel, Issuances of
Securities of NovAtel, Ownership of Securities of the Offeror and Hexagon,
and Interests in Material Contracts of the Offeror and Hexagon is
incorporated herein by reference.
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Item 4.
The
Solicitation or Recommendation.
(a)
Solicitation
or Recommendation
The information set forth
in the Directors Circular under the headings Background to the Offer and Recommendation
of the Board of Directors is incorporated herein by reference.
(b)
Reasons
for the Recommendation
The information set forth
in the Directors Circular under the headings Reasons for the Recommendation Fairness
Opinion and Persons or Assets Retained, Employed, Compensated or Used is
incorporated herein by reference.
(c)
Intent
to Tender
The information set forth
in the Directors Circular under the heading Intentions of Directors and
Senior Officers is incorporated herein by reference.
Item 5.
Person
or Assets Retained, Employed, Compensated or Used.
The information set forth
in the Directors Circular under the heading Persons or Assets Retained,
Employed, Compensated or Used is incorporated herein by reference.
Item 6.
Interest
in Securities of the Subject Company.
Except as set forth or
incorporated by reference in this Statement, no transactions in the Shares have
been effected during the past 60 days by NovAtel or, to NovAtels best
knowledge, by any of its executive officers, directors or subsidiaries. The
information set forth in the Directors Circular under the headings Trading in
Securities of NovAtel, Issuances of Securities of NovAtel is incorporated
herein by reference.
Item 7.
Purposes
of the Transaction and Plans or Proposals.
Except as indicated in Items 3 and 4 above, no
negotiations are being undertaken or are underway by NovAtel in response to the
Offer which relate to a tender offer or other acquisition of NovAtels
securities by NovAtel, any subsidiary of NovAtel or any other person.
Except as indicated in Items 3 and 4 above, no
negotiations are being undertaken or are underway by NovAtel in response to the
Offer which relate to, or would result in, (i) an extraordinary
transaction, such as a merger, reorganization or liquidation, involving NovAtel
or any subsidiary of NovAtel, (ii) a purchase, sale or transfer of a
material amount of assets of NovAtel or any subsidiary of NovAtel, or (iii) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of NovAtel.
Except as indicated in
Items 3 and 4 above, there are no transactions, board resolutions,
agreements in principle or signed contracts in response to the Offer that
relate to or would result in one or more of the matters referred to in this
Item 7.
Item 8.
Additional
Information.
The information set forth
in the Directors Circular under the headings Currency Exchange Rate
Information, Directors Circular, Material Changes, Other Information, Other
Transactions, Other Matters, Statutory Rights of Action for Damages, Directors
Approval, Consent of Savvian Advisors, LLC and Certificate is incorporated
herein by reference.
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Item
9.
Exhibits.
Exhibit
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Description
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(a)(1)
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Directors Circular dated as of October 19,
2007
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(a)(2)
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Subscription and Support Agreement dated as of
October 8, 2007 between NovAtel Inc. and Hexagon AB
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(a)(3)
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4% Senior Unsecured Convertible Debenture Issued by
NovAtel Inc., dated as of October 17, 2007
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(a)(4)
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Press release relating to Hexagon AB proposed
acquisition of NovAtel Inc., announced on October 8, 2007*
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(a)(5)
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Email communication to
the employees of NovAtel Inc. regarding the proposed acquisition by Hexagon
AB*
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(a)(6)
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Transcript of
October 8, 2007 conference call regarding Hexagon ABs proposed
acquisition of NovAtel Inc.*
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(a)(7)
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Letter to Shareholders
of NovAtel dated October 19, 2007
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(a)(8)
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Press release, dated
October 19, 2007, announcing the Commencement of the Offer
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(e)
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None
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(g)
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None
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*
Incorporated
by reference to NovAtels Schedule 14D-9 filed with the SEC on
October 9, 2007
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