TOMY Company, Ltd. Announces Expiration of Subsequent Offering Period & Successful Completion of Tender Offer for Shares of R...
2011年4月28日 - 5:00PM
ビジネスワイヤ(英語)
TOMY Company, Ltd. (Tokyo Stock Exchange, First Section: 7867)
(“TOMY”), a Japan-based leading global toy and infant products
company, announced today that the subsequent offering period of the
tender offer for all of the outstanding shares of common stock of
RC2 Corporation (NASD:RCRC) (“RC2”) by Galaxy Dream Corporation
(“Purchaser”), a wholly owned indirect subsidiary of TOMY, for
$27.90 per share, net to the seller in cash, without interest and
less any applicable withholding taxes, expired at 5:00 p.m., New
York City time, on Wednesday, April 27, 2011.
The depositary for the tender offer advised that, as of the
expiration of the subsequent offering period, a total of 19,466,438
shares of common stock of RC2 had been validly tendered, which
shares in the aggregate represent approximately 89.9% of the
outstanding shares of RC2. Pursuant to the terms of the tender
offer, Purchaser has accepted for payment all shares validly
tendered and not validly withdrawn during the initial offering
period and all shares validly tendered during the subsequent
offering period, and the consideration for all such shares either
has been paid or will promptly be paid.
Pursuant to the terms and conditions set forth in the previously
announced Agreement and Plan of Merger, dated as of March 10, 2011,
TOMY intends to complete the acquisition of RC2 promptly through
the merger of Purchaser with and into RC2, with RC2 continuing as
the surviving corporation. Pursuant to the terms of the merger
agreement, Purchaser exercised its “top-up” option to purchase
shares directly from RC2 at the same price per share paid in the
tender offer in an amount, when taken together with shares
purchased in the tender offer, sufficient to enable Purchaser to
effect the merger without a meeting of RC2’s stockholders through
the “short-form” merger procedure available under Delaware law. As
a result of the merger, any shares of common stock of RC2 not
tendered in the tender offer (other than shares held (i) in the
treasury of RC2 or by TOMY or Purchaser or any other direct or
indirect subsidiary of TOMY, which shares will be cancelled and
extinguished or (ii) by stockholders who validly exercise appraisal
rights under Delaware law with respect to such shares) will be
canceled and converted into the right to receive the same price of
$27.90 in cash per share, without interest and less any applicable
withholding taxes, that was paid in the tender offer. Following the
merger, RC2 will become a wholly owned indirect subsidiary of TOMY,
and RC2’s common stock will cease to be traded on the NASDAQ Global
Select Market.
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