Novatel Inc - Amended tender offer statement by Third Party (SC TO-T/A)
2007年11月8日 - 7:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO/A
(AMENDMENT
NO. 2)
(Rule 14d-1 and Rule 13e-3)
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
NOVATEL
INC.
(Name of Subject Company
(Issuer))
HEXAGON
CANADA ACQUISITION INC.
(as Offeror)
HEXAGON
AB
(as Parent of Offeror)
Novatel Inc.
(as Issuer)
(Names of
Filing Persons)
Common
Shares
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669954109
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(Title of Class of
Securities)
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(CUSIP Number of Class
of Securities)
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Brett
Cooper, Esq.
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Edwin
S. Maynard, Esq.
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Orrick,
Herrington & Sutcliffe LLP
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Ariel
J. Deckelbaum, Esq.
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405
Howard Street
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Paul,
Weiss, Rifkind, Wharton & Garrison LLP
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San
Francisco, CA 94105-2625
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1285
Avenue of the Americas
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(415)
773-5700
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New York,
NY 10019-6064
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(212)
373-3000
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(Name, address and
telephone number of person authorized to
receive notices
and communications on behalf of filing persons)
With a Copy to
Richard
A. Shaw, Q.C.
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Kenneth
G. Ottenbreit, Esq.
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Andrew D. Grasby
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Stikeman
Elliott LLP
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McCarthy
Tétrault LLP
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Tower
56, 14
th
Floor
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Suite
3300, 421-7th Avenue SW
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126
East 56
th
Street
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Calgary,
Alberta, Canada T2P 4K9
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New
York, NY 10022
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(403)
260-3500
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(212)
371-8855
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CALCULATION
OF FILING FEE*
Transaction
Valuation*
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Amount
of Filing Fee*
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$463,654,850.00
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$14,234.20
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*
Estimated solely for purposes of
calculating the filing fee in accordance with Rule 0-11 under the Securities
Exchange Act of 1934. The amount of the filing fee is calculated by
multiplying the transaction value by 0.0000307. The transaction value was
determined by multiplying the purchase price of
U.S. $50.00 per share by 9,273,097 shares of common stock, no par value
per share, of NovAtel Inc. (NovAtel) (including 639,061 shares issuable upon
exercise of options and up to a maximum of 1,325 shares that may be issued
pursuant to outstanding retired share units) as of October 8, 2007, as
represented by NovAtel in the Subscription and Support Agreement, dated as of
October 8, 2007, between NovAtel and Hexagon AB (Hexagon).
x
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.
Amount Previously Paid:
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14,234.20
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Filing Party:
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Hexagon Canada Acquisition Inc., Hexagon AB and NovAtel
Inc.
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Form or Registration No.:
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Schedule
TO
and Schedule
13e-3 (File No. 005-50460)
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Date Filed:
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October 19, 2007
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o
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:
S
third-party tender offer subject to
Rule 14d-1.
o
issuer tender offer subject to
Rule 13e-4.
S
going-private transaction subject to
Rule 13e-3.
o
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:
o
This
Amendment No. 2 (this Amendment) amends the tender offer statement on
Schedule TO and the Rule 13E-3 transaction statement on Schedule 13E-3 under
cover of Schedule TO as originally filed with the U.S. Securities and Exchange
Commission on October 19, 2007, as amended on November 1, 2007
(collectively Schedule TO/13E-3/A) by Hexagon Canada Acquisition Inc. (the
Offeror), a wholly-owned direct subsidiary of Hexagon AB (Hexagon), Hexagon
and NovAtel Inc. (NovAtel). The Schedule TO/13E-3/A was filed with the SEC
pursuant to Rule 14d-1 and Rule 13e-3 under the Securities Exchange Act of
1934, as amended.
The Schedule TO/13E-3/A
relates to the offer by Offeror to purchase all of the outstanding common
shares, no par value per share (other than common shares owned by the Offeror
or any of its affiliates) of NovAtel, at a price of U.S.$50.00 per Share,
without interest. This Amendment relates to the Offeror's offer to purchase all
issued and outstanding Shares at a price of U.S.$50.00 per Share, which may be
deemed to be a Rule 13e-3 transaction pursuant to Rule 13e-3 under
the Exchange Act governing going private transactions and is referred to in
this Amendment as the Offer. The terms and conditions of the offer are
described in the Amended Offer to Purchase (as defined below) and the related
Letter of Transmittal that were filed with the Schedule TO/13E-3/A as Exhibits (a)(2)
and (a)(5).
This Amendment is being
filed on behalf of Offeror, Hexagon and NovAtel.
All capitalized terms
used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Amended Offer to Purchase.
Amendments to the Amended Offer
to Purchase:
(a)
Amendments
to Summary Term Sheet
.
The information set forth
in the Amended Offer to Purchase under the heading Summary Term Sheet is
hereby amended and supplemented to include the following new paragraph at the
end of the first paragraph on page 4 of the Amended Offer to Purchase:
As of September 30, 2007
and including NovAtel's 49.0% proportionate interest in Point, NovAtel had
approximately U.S.$110.0 million of potential tax assets available to offset
future income, including U.S.$3.6 million of operating loss carryforwards,
U.S.$0.9 million of capital loss carryforwards, U.S.$2.4 million of investment
tax credits, U.S.$98.7 million of research and development expenses deductible
for tax purposes, U.S.$3.8 million of reserves deductible for tax purposes and
U.S.$0.6 million of capital and intangible assets (tax value in excess of book
value).
(b)
Amendments
to Special Factors
.
The information set forth
in the Amended Offer to Purchase under the heading Special Factors is hereby
amended and supplemented to include the following new paragraph at the end of
the third paragraph on page 11 of the Amended Offer to Purchase:
As of September 30, 2007
and including NovAtel's 49.0% proportionate interest in Point, NovAtel had
approximately U.S.$110.0 million of potential tax assets available to offset
future income, including U.S.$3.6 million of operating loss carryforwards,
U.S.$0.9 million of capital loss carryforwards, U.S.$2.4 million of investment
tax credits, U.S.$98.7 million of research and development expenses deductible
for tax purposes, U.S.$3.8 million of reserves deductible for tax purposes and
U.S.$0.6 million of capital and intangible assets (tax value in excess of book
value).
(c)
Amendments
to Summary
.
The information set forth
in the Amended Offer to Purchase under the heading Summary is hereby amended
and supplemented to include the following new paragraph at the end of the first
full paragraph on page 34 of the Amended Offer to Purchase:
As of September 30, 2007
and including NovAtel's 49.0% proportionate interest in Point, NovAtel had
approximately U.S.$110.0 million of potential tax assets available to offset
future income, including U.S.$3.6 million of operating loss carryforwards,
U.S.$0.9 million of capital loss carryforwards, U.S.$2.4 million of investment
tax credits,
2
U.S.$98.7 million of research and development expenses
deductible for tax purposes, U.S.$3.8 million of reserves deductible for tax
purposes and U.S.$0.6 million of capital and intangible assets (tax value in
excess of book value).
Incorporation by reference:
Pursuant to General
Instruction F to Schedule TO and Schedule 13E-3, the information contained in
the Amended Offer to Purchase, including the amended and supplemented
information pursuant to this Amendment, is hereby expressly incorporated herein
by reference in response to Items 1, 4 through 9, 11 and 13 of this Amendment,
as applicable.
3
SIGNATURE
After
due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of November 7, 2007 that the information set forth in this
statement is true, complete and correct.
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HEXAGON CANADA ACQUISITION INC.
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By:
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/s/ Frederick W. London
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Name: Frederick W.
London
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Title: Vice President
& Secretary
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HEXAGON AB
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By:
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/s/ Frederick W. London
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Name: Frederick W.
London
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Title: General Counsel
& Attorney-in-Fact
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NOVATEL INC.
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By:
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/s/ Jonathan W. Ladd
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Name: Jonathan W. Ladd
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Title: President and Chief Executive Officer
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4
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