SMGI SMG Industries Inc (CE)

  

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

  

Amendment No. 2

 

To

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

SMG INDIUM RESOURCES LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

78454K102

(CUSIP Number of Class of Securities)

 

Mary E. Paetzold

Chief Financial Officer

176 LaGuardia Ave.

Staten Island, New York 10314

(347) 286-0712

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

  

 

Copy to:

Andrew P. Gilbert, Esq.

DLA Piper LLP (US)

51 John F. Kennedy Parkway, Suite 120

Short Hills, NJ 07078

(973) 520-2550

  

 

Calculation of Filing Fee

 

Transaction Valuation*				Amount of Filing Fee**
$	16,094,842.78			$	1,870.23

 

*

The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $16,094,842.78 in aggregate of up to 6,678,358 shares of common stock, par value $0.001 per share, at the tender offer price of $2.41 per share.

 

**

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory No. 1 for fiscal year 2015, equals $116.20 per $1,000,000 of the value of the transaction.

 

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: $1,870.23	Filing Party: SMG Indium Resources, Ltd.
Form or Registration No.: Schedule TO	Date Filed: October 30, 2014

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes to designate any transactions to which the statement relates:

 

¨

third-party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

¨

going-private transaction subject to Rule 13e-3.

¨

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.   x  

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

 

SCHEDULE TO

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (this “Schedule TO”) filed on October 30, 2014 by SMG Indium Resources, Ltd., a Delaware corporation (“SMG” or the “Company”), as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on November 12, 2014 (together, the “Schedule TO”). This Schedule TO, as amended by this Amendment No. 2, relates to the offer by the Company to purchase shares of its common stock, par value $0.001 per share (the “Shares”), up to an aggregate purchase price of $16,094,842.78, at a price equal to $2.41 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 30, 2014 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

 

The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment No. 2 should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

 

Item 11.

Additional Information.

 

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

 

“On December 8, 2014, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 5:00 p.m., New York City time, on December 1, 2014. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.”

 

Item 12.

Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(ii) Press release announcing the final results of the Tender Offer, dated December 8, 2014.

 

Item 12.

Exhibits.

 

(a)(1)(i)	Offer to Purchase, dated October 30, 2014, as amended. *
(a)(1)(ii)	Letter of Transmittal. *
(a)(1)(iii)	Notice of Guaranteed Delivery. *
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. *
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. *
(a)(5)(i)	Press Release, dated October 30, 2014. *
(a)(5)(ii)	Press release announcing the final results of the Tender Offer, dated December 8, 2014.
(b)	None.7
(d)	2008 Long-Term Incentive Compensation Plan (Incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1 (File No. 333-165930) filed April 7, 2010).
(g)	None.
(h)	None.

 

*

Previously filed.

 

 

  

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 TO is true, complete and correct.

 

	SMG INDIUM RESOURCES LTD.
	/s/ Mary E. Paetzold
	Name:	Mary E. Paetzold
	Title:	Chief Financial Officer

 

Date: December 8, 2014

 

 

 

 

  

Index to Exhibits

 

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase, dated October 30, 2014, as amended. *
(a)(1)(ii)	Letter of Transmittal. *
(a)(1)(iii)	Notice of Guaranteed Delivery. *
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. *
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. *
(a)(5)(i)	Press Release, dated October 30, 2014. *
(a)(5)(ii)	Press release announcing the final results of the Tender Offer, dated December 8, 2014.
(b)	None.
(d)	2008 Long-Term Incentive Compensation Plan (Incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1 (File No. 333-165930) filed April 7, 2010).
(g)	None.
(h)	None.

 

*

Previously filed.

 

 

 

Exhibit (a)(5)(ii)

 

SMG Announces Final Results of Tender Offer for its Shares

NEW YORK, December 8, 2014 (GLOBE NEWSWIRE), — SMG Indium Resources Ltd. (the “Company” or “SMG”) (OTCBB: SMGI), today announced the final results of its previously announced offer to purchase up to $16,094,842.78 of its common stock, which expired at 5:00 p.m., New York City time, on Monday, December 1, 2014.

Based on the purchase price per share, shares having an aggregate purchase price of more than $16,094,842.78 were properly tendered and not properly withdrawn. As a result, the Company has purchased all shares tendered on a pro rata basis, except for “odd lots” (of less than 100 Shares), which the Company has purchased on a priority basis. Therefore, SMG has accepted for purchase an aggregate of 6,678,358 shares of its common stock at the fixed purchase price of $2.41 per share, for an aggregate cost of approximately $16,094,842.78, excluding fees and expenses related to the tender offer.

The aggregate number of shares purchased in the tender offer by SMG represented approximately 78% percent of its issued and outstanding shares of common stock as of December 1, 2014. Following settlement of the tender offer, SMG has approximately 1,883,639 shares of its common stock outstanding.

The final results of the tender offer are provided in the table below.

 

Number of Shares Tendered		Number of Tendered Shares to be Purchased		Pro-Ration Factor		Purchase Price Per Share		Number of Outstanding Shares after Tender Offer
8,318,461		6,678,358		80.28%		$2.41		1,883,639

 

The information agent for the tender offer is Morrow & Co. LLC, and the depositary is Continental Stock Transfer & Trust Company. Stockholders who have questions may call the information agent at (800) 662-5200. Banks and brokers may call (203) 658-9400.

 

About SMG Indium Resources Ltd.

SMG Indium Resources Ltd. was formed under the laws of the State of Delaware on January 7, 2008. Since inception, our primary business purpose was to stockpile indium, a specialty metal that is being increasingly used as a raw material in a wide variety of consumer electronics manufacturing applications. We also lent, leased and sold indium when management believed it was advantageous. In December 2013, our board of directors authorized management to sell our entire stockpile in 2014 based on prevailing market conditions. As a result, we currently do not anticipate purchasing any additional indium. Currently we have sold or have contracted to sell all of the indium held in our stockpile by December 31, 2014. As a result we will no longer be in the business of purchasing and selling indium. We have begun evaluating strategic options including the acquisition of a new line of business or the sale or full liquidation of the Company. However, there can be no assurance that we will enter into any such transaction, and if so, on terms favorable to us. For more information please contact: info@smg-indium.com.

This press release may contain certain statements of a forward-looking nature. Such statements are made pursuant to the “forward-looking statements” and “safe harbor” provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange of 1934, as amended. The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws. Such forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to them. The Company has no obligation to update such forward-looking statements. Actual results may vary significantly from these forward-looking statements.

 

CONTACT: Richard A. Biele, 1-347-286-0712