UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 2)
SOLICITATION/ RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
YAK COMMUNICATIONS INC.
(Name of Subject Company)
YAK COMMUNICATIONS INC.
(Name of Person Filing Statement)
Common Stock, No Par Value
(Title of Class of Securities)
984208 20 7
(CUSIP Number of Class of Securities)
Charles Zwebner
Chairman and Chief Executive Officer
300 Consilium Place, Suite 500, Toronto, Ontario, Canada M1H 3G2
(647) 722-2752
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copies to:
Dennis J. Olle
Adorno & Yoss LLP
2525 Ponce de Leon Blvd., Suite 400
Miami, Florida 33134-6012
(305) 460-1000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2006, amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (together with the Exhibits and Annexes thereto, the “Statement”) filed with the SEC on October 3, 2006, as amended. The Statement, as amended, relates to the tender offer by Yakquisition Corp., a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of Globalive Communications Corp., a Nova Scotia unlimited liability company (“Globalive”), to purchase all of the issued and outstanding shares of Common Stock (the “Shares”) of Yak Communications Inc. (the “Company”), at a purchase price of $5.25 per Share, net to the seller in cash without interest thereon, less any required withholding taxes (the “Offer Price”), upon the terms and conditions set forth in the Offer to Purchase, dated October 3, 2006 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”) which, together with the Offer to Purchase, as they may be amended and supplemented from time to time, are referred to herein as the “Offer”. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Statement.
The Offer is made pursuant to the Agreement and Plan of Merger, dated as of September 20, 2006, as amended, by and among the Purchaser, Globalive and the Company.
The information contained in the Statement is incorporated in this Amendment by reference to all of the applicable Items in the Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein. The remaining Items contained in the Statement have not been changed or updated and remain unchanged.
Item 8. Additional Information.
Item 8 of the Statement is hereby amended and supplemented by adding thereto the following:
“Extension of Tender Offer
On October 31, 2006, Globalive announced that the Purchaser had extended the Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, until 12:00 noon, New York City time, on Monday, November 6, 2006. The Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Monday, October 30, 2006. The depositary for the Offer has advised Globalive and the Purchaser that, as of 12:00 midnight, New York City time, on October 30, 2006, an aggregate of11,962,405 Shares had been tendered and not withdrawn from the Offer (including 334,801 Shares tendered by guaranteed delivery), or approximately 92% of the outstanding Shares.”
Item 9. Exhibits.
The following exhibit is filed with this Amendment.
| Exhibit No. | Description | |
| (e)(10) | Amendment Agreement, dated as of October 30, 2006, by and among Globalive, the Purchaser and the Company (incorporated by reference to Exhibit (d)(5) to the Schedule TO Amendment filed by Globalive on October 31, 2006). |
2
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.
| YAK COMMUNICATIONS INC. | ||
| By: | /s/ Charles J. Zwebner | |
| Charles J. Zwebner | ||
| Chief Executive Officer and President | ||
Dated: October 31, 2006
3
