ACTS Actions Semiconductor Co., Ltd. ADS, Each Representing Six Ordinary Shares

 

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

____________________________________

 

SCHEDULE TO
(Amendment No. 3)

 

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

 

(1)

The transaction value is estimated only for purposes of calculating the filing fee. This amount assumes the purchase of 84,000,000 ordinary shares, $0.000001 par value per share (the “Shares,” including Shares represented by American Depositary Shares, each representing six Shares (the “ADSs”)), at the maximum purchase price of $23/60 per Share (or $2.30 per ADS).

 

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended.

 

 

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

 

¨ 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)

 

 

INTRODUCTION

 

This Amendment No. 3 (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 and the Amendment No. 2 filed with the SEC on September 30, 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 20, 2014 (the “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)(4) 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 October 2, 2015, the Company issued a press release announcing the final 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)(vi) 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)(vi)

Press Release, dated October 2, 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: October 2, 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	Schedule TO-I	a(5)(v)	9/30/2015
a(5)(vi)	Press Release, dated October 2, 2015	Filed herewith	—	10/2/2015
(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
d(7)	Amended and Restated Deposit Agreement among the Company, JP. Morgan Chase Bank, N.A., as depositary, and holders from time to time of the American Depositary Shares issued thereunder.	F-6	99.(A)	1/15/14
(g)	None.	—	—	—
(h)	None.	—	—	—

 

Exhibit a(5)(vi)

 

 

 

Actions Semiconductor Announces Final Results of Its Tender Offer

 

ZHUHAI, China, October 2, 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 final results of its previously announced "Dutch auction" tender offer for the purchase for cash of 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.

 

Actions Semiconductor has accepted for purchase 83,999,299 Shares (including Shares represented by ADSs) at a 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.

 

Based on the final tabulation by Laurel Hill Advisory Group Company, the depositary for the tender offer (the "Depositary"), a total of 87,546,158 Shares (including Shares represented by ADSs) were properly tendered and not withdrawn, of which 87,546,158 Shares (including Shares represented by ADSs) were properly tendered and not withdrawn at a price of $23/60 per Share (or $2.30 per ADS). Actions Semiconductor has been informed by the Depositary that the final proration factor is approximately 95.95%.

 

The Depositary has commenced issuing payment for the Securities validly tendered and accepted for purchase. The Depositary will promptly return any validly tendered Securities that are not purchased pursuant to the tender offer to the tendering holders.

 

Immediately following the purchase of the tendered Securities, Actions Semiconductor expects to have approximately 265,732,006 Shares (including Shares represented by ADSs) issued and outstanding.

 

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