| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON , DC 20549 |
| SCHEDULE TO-T/A |
| Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) |
| of the Securities Exchange Act of 1934 |
| (Amendment No. 5) |
| Arch Chemicals, Inc. |
| (Name of Subject Company (Issuer)) |
| LG Acquisition Corp. |
| an indirect wholly owned subsidiary of |
| Lonza Group Ltd. |
| (Name of Filing Persons (Offerors)) |
| Common stock, par value $1.00 per share |
| (Title of Class of Securities) |
| 03937R102 |
| (CUSIP Number of Class of Securities) |
| Marc Funk, Esq. |
| Group General Counsel, Senior Vice President |
| Lonza Group Ltd. |
| Münchensteinerstrasse 38 |
| CH-4002 Basel, Switzerland |
| +41 61 316 81 11 |
| (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) |
Copies of all communications, including communications sent to agent for service, should be sent to:
| Scott Waldman, Esq. | Kevin T. Collins, Esq. | |
| Vice President and Secretary | Tobias L. Knapp, Esq. | |
| LG Acquisition Corp. | Jenner & Block LLP | |
| 90 Boroline Road | 919 Third Avenue | |
| Allendale , New Jersey 07401 | New York, New York 10022 | |
| (201) 316-9200 | (212) 891-1600 |
CALCULATION OF FILING FEE
| Transaction Valuation (1) | Amount of Filing Fee (2) |
| $1,244,271,815.20 | $144,460 |
| (1) | Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0−11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by multiplying $47.20, the per share tender offer price, by 26,361,691 shares of common stock of Arch Chemicals, Inc., which includes (a) 25,431,974 shares of common stock issued and outstanding; (b) 39,547 shares of common stock subject to outstanding options; (c) 323,778 shares of common stock subject to or deemed subject to outstanding performance unit awards; (d) 289,735 shares of common stock subject to or deemed subject to outstanding restricted stock unit awards; and (e) 276,657 shares of common stock subject to or deemed subject to outstanding phantom share awards. |
| (2) | The filing fee was calculated in accordance with Rule 0−11 of the Exchange Act and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010. Such fee equals 0.0001161 of the transaction value. |
| 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: $144,460 | Filing Party: LG Acquisition Corp. and Lonza Group Ltd. | ||
| Form or Registration No.: Schedule TO-T | Date Filed: July 15, 2011 | ||
| o | 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: | |
| x | third party tender offer subject to Rule 14d-1. |
| o | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13e-3. |
| o | 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:o | |
This Amendment No. 5 (this “Amendment No.5”) amends and supplements the Tender Offer Statement on Schedule TO initially filed on July 15, 2011 as previously amended by (i) LG Acquisition Corp., a Virginia corporation (“Purchaser”) and an indirect wholly owned subsidiary of Lonza Group Ltd., a company organized under the laws of Switzerland (“Parent”), and (ii) Parent (the “Initial Schedule TO” and which, together with this Amendment No. 5 and any additional amendments and supplements thereto, collectively constitute this “Schedule TO”). This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $1.00 per share (the “Shares”), of Arch Chemicals, Inc., a Virginia corporation (the “Company”), at a price of $47.20 per Share, net to the holder thereof in cash, without interest thereon and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated July 15, 2011 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related form of letter of transmittal (as it may be amended or supplemented, the “Letter ofTransmittal”). Copies of the Offer to Purchase and the Letter of Transmittal are attached to this Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively, and the Letter of Transmittal together with the Offer to Purchase constitute the “Offer”.
Except as otherwise set forth below, the information set forth in the Initial Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 5. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Initial Schedule TO and the related exhibits incorporated therein by reference.
This Amendment No. 5 is being filed to amend and supplement Items 1- 12 as reflected below.
Items 1-11.
Item 1 of the Initial Schedule TO is hereby amended and supplemented by adding the following:
“On August 11, 2011, Purchaser extended the Expiration Date until 12:00 midnight, New York City time, on September 12, 2011, because, at the time of the extension, certain conditions to the Offer were not expected to be satisfied as of the previously scheduled Expiration Date. In particular, the Offer remains subject to receipt of certain regulatory clearances, which Purchaser and the Company are working to obtain as promptly as practicable. The Offer has been extended to provide additional time to obtain such regulatory clearances, and has been extended to September 12, 2011 with the consent of the Company. The Offer may be further extended as described in the Offer to Purchase. Purchaser and Parent have been advised by the Depositary that as of the close of business on August 9, 2011, shareholders of the Company (1) had validly tendered and not withdrawn approximately 7,378,999 Shares and (2) had instructed to be tendered under the Company’s CEOP 401(k) plan an estimated 711,130 Shares, together representing approximately 31.4% of the outstanding Shares (on a fully diluted basis). The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(O).”
Item 4(a) of the Initial Schedule TO is hereby amended and supplemented as follows:
“On August 11, 2011, Purchaser extended the Expiration Date until 12:00 midnight, New York City time, on September 12, 2011, because, at the time of the extension, certain conditions to the Offer were not expected to be satisfied as of the previously scheduled Expiration Date. In particular, the Offer remains subject to receipt of certain regulatory clearances, which Purchaser and the Company are working to obtain as promptly as practicable. The Offer has been extended to provide additional time to obtain such regulatory clearances, and has been extended to September 12, 2011 with the consent of the Company. The Offer may be further extended as described in the Offer to Purchase. Purchaser and Parent have been advised by the Depositary that as of the close of business on August 9, 2011, shareholders of the Company (1) had validly tendered and not withdrawn approximately 7,378,999 Shares and (2) had instructed to be tendered under the Company’s CEOP 401(k) plan an estimated 711,130 Shares, together representing approximately 31.4% of the outstanding Shares (on a fully diluted basis). The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(O).”
The Offer to Purchase is hereby amended and supplemented by:
A. Amending and restating in its entirety the final heading on the cover page of the Offer to Purchase as follows:
“THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 12, 2011, UNLESS THE OFFER IS EXTENDED.”
B. Amending and restating in its entirety the section of the Summary Term Sheet entitled “Scheduled Expiration Date” as follows:
“12:00 midnight, New York City time, on Monday, September 12, 2011 (unless the Offer is extended).”
C. Amending and restating the first sentence of the section of the Summary Term Sheet entitled “How long do I have to decide whether to tender in the Offer?” as follows:
“You have until at least 12:00 midnight, New York City time, on Monday, September 12, 2011, to tender your Shares in the Offer.”
D. Amending and restating in its entirety the penultimate paragraph of the “Introduction” to the Offer to Purchase as follows:
“The Offer is conditioned upon the fulfillment of the conditions described in “Section 15—Conditions of the Offer.” The Offer will expire at 12:00 midnight, New York City time, on Monday, September 12, 2011, unless we extend the Offer.”
E. Amending and restating in its entirety the first paragraph of the section of the Offer to Purchase entitled “Section 1—Terms of the Offer” as follows:
“Upon the terms and subject to the conditions set forth in the Offer, we will accept for payment and pay for all Shares that are validly tendered and not withdrawn in accordance with the procedures set forth in “Section 3—Procedure for Tendering Shares” on or prior to the Expiration Date. “Expiration Date” means 12:00 midnight, New York City time, on Monday, September 12, 2011, unless extended, in which event “Expiration Date” means the latest time and date at which the Offer, as so extended, shall expire.”
Item 12 Exhibits.
Item 12 of the Initial Schedule TO is amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(5)(O) | Press Release issued by Lonza Group Ltd., dated August 11, 2011 | |
SIGNATURES
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.
| Date: August 11, 2011 | |||
| LG Acquisition Corp. | |||
| By: | /s/ Joseph R. Colleluori | ||
| Name: | Joseph R. Colleluori | ||
| Title: | S.V.P. Corp. Development | ||
| Lonza Group Ltd. | |||
| By: | /s/ Marc Funk | ||
| Name: | Marc Funk | ||
| Title: | Group General Counsel | ||
| By: | /s/ Joseph R. Colleluori | ||
| Name: | Joseph R. Colleluori | ||
| Title: | S.V.P. Corp. Development | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| (a)(1)(A) | Offer to Purchase, dated July 15, 2011, incorporated herein by reference to Exhibit (a)(1)(A) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(B) | Form of Letter of Transmittal, incorporated herein by reference to Exhibit (a)(1)(B) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery, incorporated herein by reference to Exhibit (a)(1)(C) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated herein by reference to Exhibit (a)(1)(D) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated herein by reference to Exhibit (a)(1)(E) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(F) | Form of Summary Advertisement as published inThe Wall Street Journalon July 15, 2011, incorporated herein by reference to Exhibit (a)(1)(E) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(G) | Form of Notice to Participants in the Arch Chemicals, Inc. Contribution Employee Ownership Plan, incorporated herein by reference to Exhibit (a)(1)(G) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(H) | Form of Instruction Form for Participants in the Arch Chemicals, Inc. Contribution Employee Ownership Plan, incorporated herein by reference to Exhibit (a)(1)(H) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(1)(I) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, incorporated herein by reference to Exhibit (a)(1)(I) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(2) | The Solicitation/Recommendation Statement on Schedule 14D−9 of Arch Chemicals, Inc. filed July 15, 2011, incorporated herein by reference | |
| (a)(3) | Not applicable | |
| (a)(4) | Not applicable | |
| (a)(5)(A) | Joint Press Release issued by Lonza Group Ltd. and Arch Chemicals, Inc., dated July 11, 2011, incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO of LG Acquisition Corp. filed July 11, 2011. | |
| (a)(5)(B) | Presentation to Investors, dated July 11, 2011, incorporated herein by reference to Exhibit (a)(5)(B) to the Schedule TO of LG Acquisition Corp. filed July 11, 2011 | |
| (a)(5)(C) | Transcript of Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(C) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011 | |
| (a)(5)(D) | Transcript of Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011 | |
| (a)(5)(E) | FAQ for Customers, incorporated herein by reference to Exhibit (a)(5)(E) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011 | |
| (a)(5)(F) | FAQ for Suppliers, incorporated herein by reference to Exhibit (a)(5)(F) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011 | |
| (a)(5)(G) | Transcript of Media Conference Call, incorporated by reference to Exhibit (a)(5)(G) to Schedule TO of LG Acquisition Corp. filed July 13, 2011 | |
| (a)(5)(H) | Transcript of Media Conference Call, incorporated by reference to Exhibit (a)(5)(H) to Schedule TO of LG Acquisition Corp. filed July 13, 2011 | |
| (a)(5)(I) | Joint Press Release issued by Lonza Group Ltd. and Arch Chemicals, Inc., dated July 15, 2011, incorporated herein by reference to Exhibit (a)(5)(I) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (a)(5)(J) | Press Release issued by Lonza Group Ltd., dated July 27, 2011, incorporated herein by reference to Exhibit (a)(5)(J) to Amendment No. 2 to Schedule TO of LG Acquisition Corp. filed July 27, 2011 |
| Exhibit No. | Description | |
| (a)(5)(K) | Lonza Half-Year Report 2011, dated July 27, 2011, incorporated herein by reference to Exhibit (a)(5)(K) to Amendment No. 2 to Schedule TO of LG Acquisition Corp. filed July 27, 2011 | |
| (a)(5)(L) | Lonza Half-Year Results Presentation to Investors, dated July 27, 2011, incorporated herein by reference to Exhibit (a)(5)(L) to Amendment No. 2 to Schedule TO of LG Acquisition Corp. filed July 27, 2011 | |
| (a)(5)(M) | Transcript of Half-Year Results Newswires Conference Call, incorporated herein by reference to Exhibit (a)(5)(M) to Amendment No. 3 to Schedule TO of LG Acquisition Corp. filed July 29, 2011 | |
| (a)(5)(N) | Transcript of Half-Year Results Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(N) to Amendment No. 3 to Schedule TO of LG Acquisition Corp. filed July 29, 2011 | |
| (a)(5)(O) | Press Release issued by Lonza Group Ltd., dated August 11, 2011* | |
| (b)(1) | Mandate Letter, dated as of July 10, 2011, by and among Lonza Group Ltd. and the Initial Banks named therein, incorporated herein by reference to Exhibit (b)(1) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (b)(2) | Ancillary Letter, dated as of July 13, 2011, by and among Lonza Group Ltd. and the Initial Banks named therein, incorporated herein by reference to Exhibit (b)(2) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (d)(1) | Agreement and Plan of Merger, dated as of July 10, 2011, by and among Lonza Group Ltd., LG Acquisition Corp. and Arch Chemicals, Inc., incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Arch Chemicals, Inc. filed July 11, 2011 | |
| (d)(2) | Confidentiality Agreement, dated as of May 2, 2011, between Lonza Group Ltd. and Arch Chemicals, Inc., incorporated herein by reference to Exhibit (d)(2) to the Schedule TO of LG Acquisition Corp. filed July 15, 2011. | |
| (g) | Not applicable | |
| (h) | Not applicable |
* Filed herewith.
