UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
OUTERWALL INC.
(Name of
Subject Company)
OUTERWALL INC.
(Names
of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
690070107
(CUSIP Number
of Class of Securities)
Donald R. Rench
Chief Legal Officer, General Counsel and Corporate Secretary
Outerwall Inc.
1800
114th Avenue S.E.
Bellevue, Washington 98004
(425) 943-8000
(Name,
address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Jens M. Fischer
Lance W.
Bass
Perkins Coie LLP
1201 Third Avenue, Suite 4900
Seattle, Washington 98101-3099
(206) 359-8000
x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition of
Outerwall Inc., a Delaware corporation (the Company) by Aspen Parent, Inc., a Delaware corporation (Parent), Aspen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Outerwall Merger
Sub) and Redwood Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Parent (Redbox Merger Sub), pursuant to the terms of the Agreement and Plan of Merger dated July 24, 2016, among Parent, Outerwall Merger
Sub, Redbox Merger Sub, the Company and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company.
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Exhibit No.
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Description
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99.1
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Erik Prusch email to employees dated July 25, 2016
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99.2
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Master FAQs distributed on July 25, 2016
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Important Information
The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This communication is not an offer to
purchase or a solicitation of an offer to sell shares of the Companys common stock. The solicitation and the offer to purchase shares of the Companys common stock will only be made pursuant to an offer to purchase and related materials
that Parent and Oak Merger Sub intend to file with the Securities and Exchange Commission (the SEC). At the time the tender offer is commenced, Parent and Oak Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC, and
soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
STOCKHOLDERS OF THE
COMPANY ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE
PARTIES THERETO.
Investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and
other documents filed by the parties (when available), at the SECs web site at
www.sec.gov
or by visiting the Companys Investor Relations website at
ir.outerwall.com
or by contacting the Companys Investor Relations
Department by phone at (425) 943-8242 or by e-mail at
investor.relations@outerwall.com
.
Forward-Looking Statements
This communication contains forward-looking statements in addition to historical and other information. The Company uses words such as anticipate,
believe, could, estimate, expect, forecast, intend, looking forward, may, plan, potential, project,
should, target, will and would, or any variations of these words, or other words with similar meanings to or that otherwise, identify forward-looking statements. All statements that address activities,
events, performance or developments that the Company intends, expects or believes may occur in the future are forward-looking statements. Forward-looking statements may relate to such matters as the tender offer, its completion and the completion of
the related transactions, and payment of dividends, as well as the Companys industry, business strategy, goals, projections and expectations concerning the Companys market positions, future operations, future performance, results or
condition, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of
contingencies such as legal and administrative proceedings. The following are some of the factors and uncertainties that could cause actual future results, performance, condition and events to
differ, including materially, from those expressed in any forward-looking statements: (1) uncertainties as to the timing of the proposed transactions relating to the tender offer; (2) the risk that the proposed transactions, including the
tender offer and related mergers, may not be completed in a timely manner or at all; (3) uncertainties as to the percentage of the Companys stockholders that will support the proposed transactions and tender their shares in the tender
offer; (4) the possibility that competing offers or acquisition proposals for the Company will be made; (5) the possibility that any or all of the various conditions to the consummation of the proposed transactions may not be satisfied or
waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (6) the occurrence of any event, change or other
circumstance that could give rise to the termination of the agreement and plan of merger (such as the occurrence of a material adverse effect), including in circumstances that would require the Company to pay a termination fee or other expenses;
(7) risks regarding the failure to obtain the necessary financing to complete the proposed transactions; (8) risks related to the equity and debt financing and related guarantee arrangements entered into in connection with the proposed
transactions; (9) the effect of the announcement or pendency of the proposed transactions on the Companys ability to retain and hire key personnel, its ability to maintain relationships with its customers, retailers, suppliers and others
with whom it does business, and its operating results and business generally; (10) risks related to diverting managements attention from the Companys ongoing business operations; (11) the risk that stockholder litigation in
connection with the proposed transactions may result in significant costs of defense, indemnification and liability; (12) effects of changes in the general business, political and economic climates; and (13) other factors as set forth from
time to time in the Companys filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2015, subsequent Form 10-Q filings, and other SEC filings. These forward-looking statements reflect the Companys
expectations as of the date of this communication. Factors or events that could affect the proposed transactions or cause actual events, results or performance to differ, including materially, may emerge from time to time, and it is not possible for
the Company to predict all of them. Accordingly, no assurances can be given as to, among other things, whether the proposed transactions will be completed or if any of the other events anticipated by the forward-looking statements will occur or what
impact they will have. Any forward-looking statements made by the Company in this communication speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of
new information, future developments or otherwise, except as may be required by applicable securities laws.
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