TOMY Company, Ltd. Announces Extension of Subsequent Offering Period for Shares of RC2 Corporation
April 26 2011 - 5:00AM
Business Wire
TOMY Company, Ltd. (Tokyo Stock Exchange, First Section: 7867)
(“TOMY”), a Japan-based leading global toy and infant products
company, announced today that its wholly owned indirect subsidiary,
Galaxy Dream Corporation (“Purchaser”) has extended the subsequent
offering period of the tender offer for all of the outstanding
shares of common stock of RC2 Corporation (NASDAQ:RCRC) (“RC2”),
for $27.90 per share in cash, without interest and less any
applicable withholding taxes. The subsequent offering period, as
extended, will expire at 5:00 p.m., New York City time, Wednesday,
April 27, 2011.
The depositary for the tender offer advised that, as of 12
midnight at the end of Monday, April 25, 2011, a total of
19,449,210 shares of common stock of RC2 (including 581,755 shares
tendered pursuant to notices of guaranteed delivery in the initial
offering period) had been validly tendered and not withdrawn in the
initial offering period and subsequent offering period, which
shares in the aggregate represent approximately 89.8% of the
outstanding shares of RC2. Pursuant to the terms of the tender
offer, Purchaser has accepted for payment all shares validly
tendered and not validly withdrawn during the initial offering
period and all shares validly tendered during the subsequent
offering period, and the consideration for all such shares either
has been paid or will promptly be paid.
The same $27.90 per share cash consideration offered during the
initial offering period will be paid to holders of RC2 common stock
who tender their shares during the subsequent offering period (as
extended). The procedures for tendering shares during the
subsequent offering period are the same as during the initial
offering period, except that the guaranteed delivery procedures may
not be used during the subsequent offering period and shares
tendered during the subsequent offering period may not be
withdrawn.
Following the completion of the subsequent offering period (as
extended), if Purchaser obtains at least 90% of outstanding shares
of RC2 through the tender offer or otherwise, TOMY intends to
complete the acquisition of RC2 without a meeting of RC2’s
stockholders through the “short-form” merger procedure available
under Delaware law. As a result of the merger, any shares of common
stock of RC2 not tendered in the tender offer (other than shares
held (i) in the treasury of RC2 or by TOMY or Purchaser or any
other direct or indirect subsidiary of TOMY, which shares will be
canceled and extinguished or (ii) by stockholders who validly
exercise appraisal rights under Delaware law with respect to such
shares) will be canceled and converted into the right to receive
the same price of $27.90 in cash per share, without interest and
less any applicable withholding taxes, that was paid in the tender
offer. If necessary in order to accomplish the merger as a
“short-form” merger, Purchaser intends to purchase additional
shares of common stock of RC2 directly from RC2 at the same price
paid in the tender offer pursuant to its “top-up” option provided
for in the merger agreement. Following the merger, RC2 will become
a wholly owned indirect subsidiary of TOMY, and RC2’s common stock
will cease to be traded on the NASDAQ Global Select Market.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of RC2 common stock is being made
pursuant to an offer to purchase and related materials that the
Purchaser and TOMY have filed on Schedule TO with the Securities
and Exchange Commission. RC2 has also filed
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the Securities and Exchange
Commission. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. These
materials have been sent free of charge to all stockholders of RC2.
In addition, all of these materials (and all other materials filed
by RC2 with the Securities and Exchange Commission) are available
at no charge from the Securities and Exchange Commission through
its website at www.sec.gov. Free copies of the offer to purchase,
the related letter of transmittal and certain other offering
documents are also available from Okapi Partners, the information
agent for the tender offer, by calling (877) 869-0171. Investors
and security holders may also obtain free copies of the documents
filed with the Securities and Exchange Commission by RC2 by
directing a request to 1111 West 22nd Street, Suite 320, Oak Brook,
Illinois 60523.
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