UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
SUTRON
CORPORATION
(Name of Subject Company (Issuer))
SATELLITE ACQUISITION CORP.
(Offeror)
An Indirect
Wholly Owned Subsidiary of
DANAHER CORPORATION
(Offeror)
(Names of
Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
869380105
(CUSIP Number
of Class of Securities)
Attila I. Bodi
Vice President and Chief Counsel, M&A
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C. 20037-1701
(202) 828-0850
(Name,
address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Daniel Serota, Esq.
Margaret Butler, Esq.
Greenberg Traurig, LLP
The MetLife Building
New
York, NY 10166
(212) 801-9200
CALCULATION
OF FILING FEE
|
|
|
| Transaction Valuation(1) |
|
Amount of Filing Fee(2) |
| $46,064,560 |
|
$5,352.70 |
| (1) |
Estimated solely for purposes of calculating the amount of the filing fee. This amount is based on the offer to purchase all 5,419,360 outstanding shares of common stock of Sutron Corporation (the
“Company”), calculated on a fully diluted basis per information provided by the Company, at a purchase price of $8.50 cash per share, as of May 31, 2015, the most recent practicable date. |
| (2) |
Calculated in accordance with Exchange Act Rule 0-11 by multiplying the transaction value by 0.0001162. |
| 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: $5,352.70 |
|
Filing Party: Danaher Corporation |
| Form of Registration No.: Schedule TO |
|
Date Filed: June 26, 2015 |
| ¨ |
Check the appropriate boxes below to designate any transactions to which the statement relates: |
| |
x |
Third-party tender offer subject to Rule 14d-1. |
| |
¨ |
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 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) |
This Amendment No. 1 (this “Amendment”) to the Tender Offer Statement on
Schedule TO (the “Schedule TO”) amends and supplements the Schedule TO filed by (i) Satellite Acquisition Corp., a Virginia corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Danaher Corporation, a
Delaware corporation (“Parent”), and (ii) Parent, for all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”) of Sutron Corporation, a Virginia corporation (the
“Company”), at a price of $8.50 per Share net to the seller in cash without interest and less any applicable withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated June 26, 2015 (the
“Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with
any amendments or supplements, collectively constitute the “Offer.”
All the information set forth in the Offer to
Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
This Amendment No. 1 is being filed to amend and supplement Items 1, 4, 8, 11 and 12 as reflected below. Capitalized terms used and not
otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
Items 1, 4, 8 and
11.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“The Offer and withdrawal rights expired at 5:00 PM, New York City time, on July 27, 2015. The Depositary has advised Purchaser and Parent that 4,641,766
Shares were validly tendered and not properly withdrawn (not counting as validly tendered Shares tendered through notice of guaranteed delivery and not actually delivered). All Shares that were validly tendered and not properly withdrawn have been
accepted for payment in accordance with the terms of the Offer.
As a result of the purchase of Shares in the Offer, Purchaser and Parent will have
sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. Accordingly, Purchaser and Parent intend to promptly effect a “short form” merger in which Purchaser will merge with and
into the Company, with the Company surviving the Merger and continuing as a wholly-owned indirect subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares held by
Parent or Purchaser or the Company immediately prior to the Effective Time), will automatically convert into the right to receive the Per Share Amount in cash, without interest and less any applicable withholding taxes. All Shares converted into the
right to receive the Per Share Amount will be canceled and cease to exist. In addition, in connection with the Merger, the common stock of the company will cease to be traded on NASDAQ.
On July 28, 2015, the Company and Hach Company, an affiliate of Purchaser, issued a joint press release announcing the expiration and results of the Offer.
The full text of the joint press release is attached hereto as Exhibit (a)(1)(H) and is incorporated herein by reference.”
Item 12 of the Schedule TO is amended and supplemented by adding the
following exhibit:
|
|
|
Exhibit
No. |
|
|
|
|
| (a)(1)(H) |
|
Joint Press Release of Sutron Corporation and Hach Company, dated July 28, 2015. |
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
|
|
| SATELLITE ACQUISITION CORP. |
|
|
| By |
|
/s/ Robert S. Lutz |
| Name: |
|
Robert S. Lutz |
| Title: |
|
Vice President, Treasurer and Secretary |
| Date: |
|
July 28, 2015 |
|
| DANAHER CORPORATION |
|
|
| By |
|
/s/ Robert S. Lutz |
| Name: |
|
Robert S. Lutz |
| Title: |
|
Senior Vice President and Chief Accounting Officer |
| Date: |
|
July 28, 2015 |
EXHIBIT INDEX
|
|
|
| Exhibit
No. |
|
|
|
|
| (a)(1)(A) |
|
Offer to Purchase, dated June 26, 2015.* |
|
|
| (a)(1)(B) |
|
Letter of Transmittal (including Internal Revenue Service Form W-9).* |
|
|
| (a)(1)(C) |
|
Notice of Guaranteed Delivery.* |
|
|
| (a)(1)(D) |
|
Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* |
|
|
| (a)(1)(E) |
|
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* |
|
|
| (a)(1)(F) |
|
Joint Press Release of Hach Company and Sutron Corporation, dated as of June 22, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Danaher Corporation with the Securities and Exchange Commission on
June 22, 2015).* |
|
|
| (a)(1)(G) |
|
Summary Advertisement as published on June 26, 2015.* |
|
|
| (a)(1)(H) |
|
Joint Press Release of Sutron Corporation and Hach Company, dated July 28, 2015. |
|
|
| (b) |
|
Not applicable. |
|
|
| (c) |
|
Not applicable. |
|
|
| (d)(1) |
|
Agreement and Plan of Merger, dated as of June 21, 2015, by and among Danaher Corporation, Satellite Acquisition Corp. and Sutron Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Sutron Corporation
with the Securities and Exchange Commission on June 22, 2015).* |
|
|
| (d)(2) |
|
Tender and Support Agreement, dated as of June 21, 2015, by and among Danaher Corporation, Satellite Acquisition Corp. and certain stockholders of Sutron Corporation party thereto (incorporated by reference to Exhibit 99.2 to the
Form 8-K filed by Sutron Corporation with the Securities and Exchange Commission on June 22, 2015).* |
|
|
| (d)(3) |
|
Agreement Regarding Non-Competition, Non-Solicitation and Confidentiality, dated as of June 21, 2015, by and among Danaher Corporation, Satellite Acquisition Corp. and certain officers and directors of Sutron Corporation party
thereto.* |
|
|
| (e) |
|
Not applicable. |
|
|
| (f) |
|
Not applicable. |
|
|
| (g) |
|
Not applicable. |
|
|
| (h) |
|
Not applicable. |
Exhibit (a)(1)(H)
FOR IMMEDIATE RELEASE
Hach
Company Affiliate Announces Successful Completion of Cash Tender Offer
for Shares of Sutron Corporation
Loveland, CO – July 28, 2015 – Sutron Corporation (NASDAQ:STRN) (“Sutron”) and Hach Company (“Hach”) announced today the
successful completion of the tender offer by an affiliate of Hach, Satellite Acquisition Corp., for all of the outstanding shares of common stock of Sutron at a purchase price of $8.50 per share. The tender offer and withdrawal rights expired at
5:00 P.M., New York City time, on July 27, 2015. According to the depositary for the offer, a total of 4,641,766 shares of common stock of Sutron were tendered and not withdrawn prior to the expiration of the offer (additionally, 87,099 shares were
delivered pursuant to the guaranteed delivery procedures). Shareholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $8.50 per share, net to the
seller in cash without interest and less any applicable withholding taxes.
As a result of the tender offer, Satellite Acquisition Corp. owns
approximately 91.3% of the outstanding shares of Sutron, which will allow Satellite Acquisition Corp. to complete and close the merger and acquisition of Sutron without stockholder approval. All outstanding shares of common stock of Sutron, other
than shares held by Satellite Acquisition Corp. or Sutron will be canceled and converted into the right to receive cash equal to the $8.50 offer price per share without interest thereon and less any applicable withholding taxes. In addition, in
connection with the merger, the common stock of Sutron will cease to be traded on the NASDAQ Capital Market.
About Hach Environmental
The Hach Environmental group of companies provides advanced water measurement technologies used in oceanography, hydrology, and meteorology, along with world
class sales and service support.
About Sutron Corporation
Sutron Corporation is headquartered in Sterling, Virginia. Sutron provides hydrological, meteorological, air quality, oceanic and aviation real-time data
collection products, systems, software and services to a diversified customer base of federal, state, local and foreign governments, engineering companies, universities, hydropower companies and other commercial entities.
Forward-looking statements
Statements in this release
that are not strictly historical, including statements regarding the proposed acquisition of Sutron and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, are
“forward-looking” statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those
suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and
conditions affecting the industries in which the Hach and Sutron businesses operate; the uncertainty of regulatory approvals; the parties’ ability to satisfy the merger agreement conditions and consummate the transaction; Hach’s ability to
successfully integrate Sutron’s operations and employees with its existing business; the ability to realize anticipated growth, synergies and cost savings; and Sutron’s performance and maintenance of important business relationships.
Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements are available in the respective SEC filings of each of Sutron and of the ultimate parent entity of Hach, including
the respective most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date of this release and neither party assumes any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events and developments or otherwise.
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