UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
KENDLE INTERNATIONAL INC.
(Name of Subject Companies (Issuer) and Filing Persons (Issuer))
3.375% Convertible Senior Notes due 2012
(Title of Class of Securities)
48880LAA5
(CUSIP Number of Class of Securities)
Copies of all communications to:
Jarrod B. Pontius, Esq.
Vice President, Chief Legal Officer and Secretary
441 Vine Street, Suite 500
Cincinnati, Ohio 45202
(513) 763-4293
Facsimile: (513) 381-5870
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a Copy to:
F. Mark Reuter, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio 45202
(513) 579-6469
Facsimile: (513) 579-6457
CALCULATION OF FILING FEE
| | |
| |
| Transaction valuation* | | Amount of filing fee |
| $142,850,000 | | $16,584.89 |
| |
| |
| * | Calculated solely for purposes of determining the filing fee. The amount shown assumes that $142,500,000 aggregate principal amount of the 3.375% Convertible Senior Notes due 2012 are purchased at the offer price of $1,002.50 per $1,000 principal amount plus accrued and unpaid interest up to but excluding July 11, 2011. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2011, equals $116.10 per million of the transaction valuation. |
| x | Check 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: $16,584.89 | | Filing party: | | Kendle International Inc. |
| Form or Registration No.: 055-52911 | | Date filed: | | June 6, 2011, as amended June 17, 2011, June 23, 2011 and July 6, 2011 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below 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
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INTRODUCTORY STATEMENT
This Amendment No. 4 (“Amendment”) to the Tender Offer Statement amends and supplements the Tender Offer Statement on Schedule TO, filed on June 6, 2011, as amended on June 17, 2011, June 23, 2011 and July 6, 2011 (the “Schedule TO”) with the Securities and Exchange Commission (the “SEC”) by Kendle International Inc., an Ohio corporation (the “Company” or “Offeror”), which relates to the offer (the “Offer”) by the Offeror to purchase for cash any and all of the Company’s 3.375% Convertible Senior Notes due 2012 (the “Notes” or the “Securities”) upon the terms and subject to the conditions set forth in the attached Offer to Purchase and Consent Solicitation Statement dated as of June 6, 2011 (as amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal and Consent, as amended or supplemented from time to time. Copies of the Offer to Purchase and the related Letter of Transmittal and Consent were filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The Offer expired at 8:00 am, New York City time, on July 11, 2011. This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934.
The information set forth in the Offer to Purchase and the Letter of Transmittal and Consent are hereby incorporated by reference in response to Items 1 through 12 of this Amendment. This Amendment should be read together with the Schedule TO. This Amendment amends and supplements the Schedule TO to report the results of the Offer.
ITEM 11. ADDITIONAL INFORMATION.
On July 12, 2011, the Company issued a press release announcing the results of the Offer, which expired at 8:00 a.m., New York City time, on Monday, July 11, 2011. A copy of the press release is filed herewith as an exhibit to this Schedule TO and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
| | |
Exhibit Number | | Description |
| (a)(5)(iii) | | Press Release issued by the Company on July 12, 2011. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO/A is true, complete and correct.
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| KENDLE INTERNATIONAL INC. |
| |
| By: | | /s/ Jarrod B. Pontius |
| Name: | | Jarrod B. Pontius |
| Title: | | Vice President, Chief Legal Officer and Secretary |
Date: July 12, 2011
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| (a)(1)(i) | | Offer to Purchase and Consent Solicitation Statement dated June 6, 2011.* |
| |
| (a)(1)(ii) | | Letter of Transmittal and Consent.* |
| |
| (a)(1)(iii) | | Press Release issued by the Company on June 6, 2011.* |
| |
| (a)(5)(i) | | Press Release issued by the Company on June 17, 2011.* |
| |
| (a)(5)(ii) | | Press Release issued by the Company on July 6, 2011.* |
| |
| (a)(5)(iii) | | Press Release issued by the Company on July 12, 2011. |
| |
| (b) | | None. |
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| (d)(1) | | Definitive Proxy Statement on Schedule 14A with respect to the Merger filed with the SEC on June 3, 2011, as the same may be amended and supplemented (incorporated herein by reference).* |
| |
| (g) | | None. |
| |
| (h) | | None. |
