Uap Holding Corp - Amended tender offer statement by Third Party (SC TO-T/A)
05 Mai 2008 - 5:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 11)
UAP HOLDING CORP.
(Name of Subject Company (Issuer))
AGRIUM INC.
AGRIUM U.S. INC.
UTAH ACQUISITION CO.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
903441103
(CUSIP Number of Class of Securities)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8700
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Leslie ODonoghue, Esq.
Agrium Inc.
13131 Lake Fraser Drive S.E.
Calgary, Alberta
Canada T2J 7E8
(403) 225-7000
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Edwin S. Maynard, Esq.
Robert B. Schumer, Esq.
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3097
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Patrick C. Finnerty, Esq.
Blake, Cassels & Graydon LLP
3500 Bankers Hall East Tower
855 Second Street SW
Calgary, Alberta, Canada T2P 4J8
(403) 260-9600
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CALCULATION OF FILING FEE
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Amount of
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Transaction Valuation*
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Filing Fee*
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$
2,146,255,430
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$
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65,891
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*
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Estimated solely for purposes of calculating the filing fee. The amount of the filing fee is calculated by multiplying the transaction value by 0.0000307. The
transaction valuation was calculated by adding the sum of (i) the offer price of $39.00 per share multiplied by 52,457,020 shares of common stock, par value $0.001 per
share, of UAP Holding Corp. outstanding as of November 30, 2007, (ii)(a) 1,411,305 shares of common stock par value $0.001 per share, of UAP Holding Corp., which were
subject to issuance pursuant to the exercise of outstanding options as of November 30, 2007, multiplied by (b) the amount equal to $39.00 minus $2.56 (the weighted
average exercise price of such outstanding options), and (iii) the offer price of $39.00 per share multiplied by 1,256,505 shares of common stock, par value $0.001 per
share, of UAP Holding Corp., which were subject to issuance pursuant to the settlement of outstanding restricted stock units and the distribution of shares with
respect to deferred equity units as of November 30, 2007.
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$
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65,891.00
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Filing Party:
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Agrium Inc., Agrium U.S. Inc. and Utah Acquisition Co.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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December 10, 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:
þ
third-party tender offer subject to Rule 14d-1.
o
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.
Check the
following box if the filing is a final amendment reporting the
results of the tender offer:
þ
This Amendment No. 11 (this
Amendment
) amends and supplements the Tender Offer Statement on
Schedule TO (as previously amended, the
Schedule TO
) filed with the Securities and Exchange
Commission (the
SEC
) on December 10, 2007, by (i) Agrium Inc., a corporation governed by the
Canada Business Corporations Act (
Parent
), (ii) Agrium U.S. Inc., a Colorado corporation and an
indirect wholly-owned subsidiary of Parent (
Purchaser
), and (iii) Utah Acquisition Co., a
Delaware corporation and a direct wholly-owned subsidiary of Purchaser (
Merger Sub
). The Schedule
TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common
stock, par value $0.001 per share (the
Shares
), of UAP Holding Corp., a Delaware corporation (the
"
Company
), at a purchase price of $39.00 per Share, net to the seller in cash without interest
thereon and less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 10, 2007 (as previously amended, the
Offer to
Purchase
), and in the related Letter of Transmittal, copies of which are attached to the Schedule
TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with the Offer to Purchase,
as each may be amended or supplemented from time to time, collectively constitute the
Offer
).
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such
terms in the Offer to Purchase.
The information in the Offer to Purchase is incorporated into this Amendment by reference to
all of the applicable items in the Schedule TO, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On
Monday, May 5, 2008, Parent announced that the Offer, as
previously extended, expired at 12:00
midnight, New York City time, on Friday, May 2, 2008. The Depositary has advised Parent and
Purchaser that, at 12:00 midnight, New York City time, on May 2, 2008, an aggregate of
approximately 52.17 million Shares were validly tendered and not withdrawn (including 3.04 million
Shares delivered pursuant to the guaranteed delivery procedure), representing approximately 98.5%
of the outstanding Shares. Purchaser has accepted for payment all Shares that were validly tendered
and not withdrawn, and payment will be made promptly, in accordance with the terms of the Offer.
Parent also announced that the Merger is expected to occur within the next several days. In
the Merger, each outstanding Share not tendered and accepted for payment in the Offer (other than
Shares in respect of which appraisal rights are validly exercised under Delaware law and any Shares
owned by the Company, Parent or any of their wholly-owned subsidiaries) will be converted into the
right to receive $39.00 in cash, without interest and less any required withholding taxes.
On May 5, 2008, Parent issued a press release regarding the expiration of the Offer, the full
text of which is filed as Exhibit (a)(5)(xvi) to this Amendment and is incorporated by reference
herein.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(xvi) Press release issued by Parent on May 5, 2008 (incorporated by reference to
Exhibit 1 to the Form 6-K filed with the SEC by Parent on May 5, 2008).
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the undersigned hereby
certifies that the information set forth in this statement is true, complete and correct.
AGRIUM INC.
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By:
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/s/
Michael M. Wilson
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Name:
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Michael M. Wilson
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Title:
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President & Chief Executive Officer
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By:
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/s/
Bruce G. Waterman
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Name:
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Bruce G. Waterman
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Title:
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Senior Vice President, Finance & Chief Financial
Officer
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AGRIUM U.S. INC.
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By:
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/s/
Richard L. Gearheard
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Name:
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Richard L. Gearheard
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Title:
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President & Chief Executive Officer
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By:
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/s/
Patrick J. Freeman
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Name:
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Patrick J. Freeman
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Title:
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Vice President & Treasurer
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UTAH ACQUISITION CO.
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By:
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/s/
Richard L. Gearheard
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Name:
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Richard L. Gearheard
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Title:
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President
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By:
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/s/
Patrick J. Freeman
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Name:
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Patrick J. Freeman
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Title:
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Vice President & Treasurer
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Dated: May 5, 2008
Exhibit Index
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(a)(1)(i)
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Offer to Purchase, dated December 10,
2007 (incorporated by reference to
Exhibit (a)(1)(i) to the Schedule TO
filed with the SEC by Parent, Purchaser
and Merger Sub on December 10, 2007).
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(a)(1)(ii)
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Form of Letter of Transmittal
(incorporated by reference to Exhibit
(a)(1)(ii) to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 10, 2007).
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(a)(1)(iii)
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Form of Notice of Guaranteed Delivery
(incorporated by reference to Exhibit
(a)(1)(iii) to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 10, 2007).
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and
other Nominees (incorporated by reference
to Exhibit (a)(1)(iv) to the Schedule TO
filed with the SEC by Parent, Purchaser
and Merger Sub on December 10, 2007).
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(a)(1)(v)
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Form of Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees (incorporated by
reference to Exhibit (a)(1)(v) to the
Schedule TO filed with the SEC by Parent,
Purchaser and Merger Sub on December 10,
2007).
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(a)(1)(vi)
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Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9 (incorporated by reference to Exhibit
(a)(1)(vi) to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 10, 2007).
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(a)(1)(vii)
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Form of Summary Advertisement as
published on December 10, 2007 in The New
York Times (incorporated by reference to
Exhibit (a)(1)(vii) to the Schedule TO
filed with the SEC by Parent, Purchaser
and Merger Sub on December 10, 2007).
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(a)(5)(i)
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Joint press release issued by Parent and
the Company on December 3, 2007
(incorporated by reference to Exhibit A
to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on
December 3, 2007).
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(a)(5)(ii)
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A PowerPoint presentation that
accompanied a website simulcast on
December 3, 2007 by Parent in connection
with its proposed acquisition of the
Company (incorporated by reference to
Exhibit B to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 3, 2007).
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(a)(5)(iii)
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A message distributed by the Companys Chief Executive Officer, Chairman and President to
the employees of the Company on December 3, 2007 in connection with Parents proposed
acquisition of the Company (incorporated by reference to Exhibit C to the Schedule TO
filed with the SEC by Parent, Purchaser and Merger Sub on December 3, 2007).
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(a)(5)(iv)
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A message distributed by Parents President and Chief Executive Officer to the employees
of Parent on December 3, 2007 in connection with Parents proposed acquisition of the
Company (incorporated by reference to Exhibit D to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 3, 2007).
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(a)(5)(v)
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A transcript of a website simulcast by Parent on December 3, 2007 in connection with its
proposed acquisition of the Company (incorporated by reference to Exhibit A to the
Schedule TO filed with the SEC by Parent, Purchaser and Merger Sub on December 4, 2007).
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(a)(5)(vi)
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Press release issued by Parent on December 27, 2007 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on December 27, 2007).
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(a)(5)(vii)
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Press release issued by Parent on January 9, 2008 (incorporated by reference to Exhibit 1
to the Form 6-K filed with the SEC by Parent on January 9, 2008).
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(a)(5)(viii)
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Press release issued by Parent on January 14, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on January 14, 2008).
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(a)(5)(ix)
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Press release issued by Parent on January 18, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on January 18, 2008).
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(a)(5)(x)
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Press release issued by Parent on January 21, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on January 22, 2008).
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(a)(5)(xi)
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Press release issued by Parent on February 11, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on February 11, 2008).
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(a)(5)(xii)
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Press release issued by Parent on February 25, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on February 25, 2008).
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(a)(5)(xiii)
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Press release issued by Parent on March 14, 2008 (incorporated by reference to Exhibit 1
to the Form 6-K filed with the SEC by Parent on March 14, 2008).
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(a)(5)(xiv)
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Press release issued by Parent on April 18, 2008 (incorporated by reference to Exhibit 1
to the Form 6-K filed with the SEC by Parent on April 18, 2008).
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(a)(5)(xv)
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Press release issued by Parent on May 1, 2008 (incorporated by reference to Exhibit 1 to
the Form 6-K filed with the SEC by Parent on May 1, 2008).
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(a)(5)(xvi)
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Press release issued by Parent on May 5, 2008 (incorporated by reference to Exhibit 1 to
the Form 6-K filed with the SEC by Parent on May 5, 2008).
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(b)
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Commitment Letter from Royal Bank of Canada to Parent, dated as of December 2, 2007.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 2, 2007, by and among Parent, Merger
Sub and the Company (incorporated by reference to Exhibit 1 to Form 6-K filed with the
SEC by Parent on December 3, 2007).
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(d)(2)
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Confidentiality Agreement between Parent and the Company, dated as of September 25, 2006
(incorporated by
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reference to Exhibit (e)(2) to Schedule 14D-9 filed with the SEC by the
Company on December 10, 2007).
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(d)(3)
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Side Letter to the Confidentiality Agreement between Parent and the Company, dated as of
November 16, 2007 (incorporated by reference to Exhibit (e)(3) to Schedule 14D-9 filed
with the SEC by the Company on December 10, 2007).
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(d)(4)
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Side Letter to the Confidentiality Agreement between Parent and the Company, dated as of
November 25, 2007 (incorporated by reference to Exhibit (e)(4) to Schedule 14D-9 filed
with the SEC by the Company on December 10, 2007).
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(g)
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Not applicable.
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(h)
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Not applicable.
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