UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE TO
(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

ACTIONS SEMICONDUCTOR CO., LTD

(Name of Subject Company (Issuer))

ACTIONS SEMICONDUCTOR CO., LTD

(Names of Filing Persons (Issuer and Offeror))

 

ORDINARY SHARES, PAR VALUE $0.000001 PER SHARE

AMERICAN DEPOSITARY SHARES

(Title of Class of Securities)

00507E107

(CUSIP Number of Class of Securities)

 

I-Hung (Nigel) Liu, Chief Financial Officer
No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone
Zhuhai, Guangdong, 519085
The People’s Republic of China
Telephone: +86 (756) 339-2353

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

 

With copies to:

Eva H. Wang, Esq. Alexandra J. Yin, Esq. Fenwick & West LLP Room 907, Kerry Parkside 1155 Fang Dian Road Pudong, Shanghai 201204 The People’s Republic of China +86 (21) 8017-1200		William L. Hughes, Esq. Jen J. Huang, Esq. Fenwick & West LLP 555 California Street San Francisco, California 94104 +1 (415) 875-2300

 

CALCULATION OF FILING FEE

Transaction Valuation(1)		Amount of Filing Fee(2)
$32,200,000			$3,742

Amount Previously Paid: $3,742		Filing Party: Actions Semiconductor Co. Ltd
Form or Registration No.: Schedule TO		Date Filed: August 24, 2015

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

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

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

INTRODUCTION

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2015, as amended and supplemented by the Amendment No. 1 filed with the SEC on September 11, 2015 (the “Schedule TO”), and relates to the offer by Actions Semiconductor Co., Ltd, an exempted company incorporated under the laws of the Cayman Islands (the “Company,” “we,” “our” or “us”), to purchase for cash up to 84,000,000 of its ordinary shares, $0.000001 par value per share (the “Shares”) (including Shares represented by American Depositary Shares (the “ADSs”)), at a purchase price not greater than US$23/60 per Share (or US$2.30 per ADS) nor less than US$20/60 per Share (or US$2.00 per ADS), net to the seller in cash, less any applicable withholding taxes and, in the case of ADSs, less a cancellation fee of $0.05 per ADS accepted for purchase in the Offer (as defined below) that will be paid to JPMorgan Chase Bank, N.A., the Company’s ADS Depositary, and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 24, 2015 (the “Original Offer to Purchase”), as supplemented and amended by the Supplement to the Offer to Purchase, dated September 11, 2015 (the “Supplement” and together with the Original Offer to Purchase, the “Offer to Purchase”) and in the related Amended Letter of Transmittal. The Original Offer to Purchase was filed with the Schedule TO as Exhibit (a)(1)(i), and the Supplement and the Amended Letter of Transmittal was filed as Exhibits (a)(1)(vi) and (a)(1)(vii) to Amendment No. 1, respectively (which together, as amended or supplemented from time to time, constitute the “Offer”).

This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended.

All information in the Offer, as previously filed as exhibits to the Schedule TO, is expressly incorporated herein by reference in response to Items 1 through 11 of this Tender Offer Statement on Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof.

On September 30, 2015, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 P.M. Eastern Daylight Savings Time, on Tuesday, September 29, 2015. A copy of such press release is filed herewith as Exhibit a(5)(v) 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)(v) Press Release, dated September 30, 2015.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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.

ACTIONS SEMICONDUCTOR CO., LTD

/s/ NIGEL LIU

Name: Nigel Liu
Title: Chief Financial Officer

Date: September 30, 2015

Index to Exhibits

Exhibit Number		Description		Form		Incorporated by Reference From Exhibit Number		Date Filed
a(1)(i)		Offer to Purchase, dated August 24, 2015.		Schedule TO-I		a(1)(i)		8/24/2015
a(1)(ii)		Letter of Transmittal (including IRS Forms W-9 and W-8BEN and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).		Schedule TO-I		a(1)(ii)		8/24/2015
a(1)(iii)		Notice of Guaranteed Delivery.		Schedule TO-I		a(1)(iii)		8/24/2015
a(1)(iv)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.		Schedule TO-I		a(1)(iv)		8/24/2015
a(1)(v)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.		Schedule TO-I		a(1)(v)		8/24/2015
a(1)(vi)		Supplement to Offer to Purchase, dated September 11, 2105		Schedule TO-I		a(1)(vi)		9/11/2015
a(1)(vii)		Amended Letter of Transmittal (including IRS Forms W-9 and W-8BEN and Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).		Schedule TO-I		a(1)(vii)		9/11/2015
a(1)(viii)		Amended Notice of Guaranteed Delivery.		Schedule TO-I		a(1)(viii)		9/11/2015
a(1)(ix)		Supplemental Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.		Schedule TO-I		a(1)(ix)		9/11/2015
a(1)(x)		Supplemental Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.		Schedule TO-I		a(1)(x)		9/11/2015
a(5)(i)		Summary Advertisement, dated August 24, 2015.		Schedule TO-I		a(5)(i)		8/24/2015
a(5)(ii)		Press Release, dated August 24, 2015.		Form 6-K		99.1		8/24/2015
a(5)(iii)		Press Release, dated September 11, 2015		Form 6-K		99.1		9/11/2015
a(5)(iv)		Summary Advertisement in Connection with the Supplement to the Offer		Schedule TO-I		a(5)(iv)		9/11/2015
a(5)(v)		Press Release, dated September 30, 2015		Filed herewith		—		9/30/2015
(b)		None.		—		—		—
d(1)		2007 Equity Performance and Incentive Plan.		S-8		4.5		7/24/2008
d(2)		Amended and Restated 2007 Equity Performance and Incentive Plan.		20-F		4.1		4/30/2010
d(3)		Second Amended and Restated 2007 Equity Performance and Incentive Plan.		S-8		4.5		6/09/2011
d(4)		Third Amended and Restated 2007 Equity Performance and Incentive Plan.		20-F		4.1		12/25/13
d(5)		Form of Restricted Share Unit Agreement.		Schedule TO-I		d(5)		8/20/14
d(6)		Form of Stock Option Agreement.		Schedule TO-I		d(6)		8/20/14

Exhibit a(5)(v)

Actions Semiconductor Announces Preliminary Results of Its Tender Offer

ZHUHAI, China, September 30, 2015 — Actions Semiconductor Co., Ltd. (Nasdaq: ACTS) (“Actions Semiconductor” or “the Company”), one of China’s leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics, announced today the preliminary results of its previously announced “Dutch auction” tender offer for the purchase for cash up to 84,000,000 of its issued and outstanding ordinary shares (the “Shares”) (including Shares represented by American Depositary Shares (the “ADSs”, together with the Shares, the “Securities”)), at a purchase price not greater than $23/60 per Share (or $2.30 per ADS) nor less than $20/60 per Share (or $2.00 per ADS), which expired at 5:00 P.M., Eastern Daylight Savings time, on Tuesday, September 29, 2015.

Based on the preliminary count by Laurel Hill Advisory Group Company, the depositary for the tender offer, a total of 87,886,388 Shares (including Shares represented by ADSs) were properly tendered and not properly withdrawn, including 894,678 Shares (including Shares represented by ADSs) were tendered pursuant to notice of guaranteed delivery procedures and 4,561,242 Shares (including Shares represented by ADSs) were conditionally tendered by Security holders and for which the determination whether the applicable conditions were met will be made following the verification process described below.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Actions Semiconductor expects to accept for purchase 84,000,000 Shares (including Shares represented by ADSs) at a purchase price of $23/60 per Share (or $2.30 per ADS), for an aggregate cost of approximately $32.2 million, excluding fees and expenses relating to the tender offer.

The 84,000,000 Shares (including Shares represented by ADSs) expected to be purchased in the tender offer represent approximately 24.0% of Actions Semiconductor’s currently issued and outstanding Shares (including Shares represented by ADSs). Based on these preliminary numbers, Actions Semiconductor anticipates that, following settlement of the tender offer, it will have approximately 265,731,305 Shares (including Shares represented by ADSs) issued and outstanding.

Due to the oversubscription of the tender offer, Actions Semiconductor expects that the number of Shares (including Shares represented by ADSs) that the Company will purchase from each tendering holder of Shares and/or ADSs will be prorated. Based on the preliminary count, Actions Semiconductor estimates that the proration factor will be approximately 95.58%, assuming all the Securities tendered pursuant to guaranteed delivery procedures are properly delivered and the conditions for all conditional tenders are met.

The number of Shares (including Shares represented by ADSs) to be purchased and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary, the proper delivery of all Securities tendered (including Securities tendered pursuant to guaranteed delivery procedures) and the final determination of the treatment of Securities conditionally tendered by Security holders. The final number of Shares (including Shares represented by ADSs) to be purchased and the final proration information will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the Securities accepted for purchase under the tender offer, and return of all other Securities tendered and not purchased, will occur promptly thereafter.

Security holders, banks and brokers who have any questions regarding the tender offer may call the information agent: Laurel Hill Advisory Group, LLC at (888) 742-1305, or the dealer managers: Laurel Hill Securities, LLC at (516) 396-7905 or Imperial Capital, LLC at (212) 351-9433. Banks and brokers may call the information agent collect at (516) 933-3100 and all others may call the information Agent toll-free at (888) 742-1305.

About Actions Semiconductor

Actions Semiconductor is one of China’s leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered in Zhuhai, China, with offices in Shanghai, Shenzhen, Hong Kong and Taipei. For more information, please visit the Actions Semiconductor website at http://www.actions-semi.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements relating to the Company’s Dutch auction tender offer. Actions Semiconductor uses words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are estimates reflecting current assumptions, expectations and projections about future events and involve significant risks, both known and unknown, uncertainties and other factors that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to, the number of Securities tendered by Security holders, the Company’s proposed cash requirements and future prospects and results of operations, and current market and economic conditions, as well as such other factors described in the Company’s filings with the SEC. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except as required by law, Actions Semiconductor undertakes no obligation and does not intend to update or revise any forward-looking statement to reflect subsequent events or changed assumptions or circumstances.

Investor Contacts: Elaine Ketchmere, CFA Compass Investor Relations eketchmere@compassir.com +1-310-528-3031		Ally Xie, CA, CPA Actions Semiconductor investor.relations@actions-semi.com +86-756-3392353*1018