The following constitutes Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment No. 16 amends the Schedule 13D as specifically set forth herein.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On January 21, 2016, the acquisition of the Issuer by SCA Tissue North America LLC (“SCA Tissue”), a wholly owned subsidiary of SCA Americas Inc. (“SCA Americas”), was consummated pursuant to the terms of that certain Agreement and Plan of Merger, dated October 12, 2015 (the “Merger Agreement”), by and among the Issuer, SCA Americas, and Salmon Acquisition, Inc., a wholly owned subsidiary of SCA Tissue (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of SCA Tissue. Effective January 21, 2016, each Share owned by the Reporting Persons was canceled and automatically converted into the right to receive $10.25 in cash, without interest, pursuant to the Merger Agreement. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any Shares of the Issuer.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(e) are hereby amended and restated to read as follows:
(a)-(b) Effective January 21, 2016, as a result of the Merger, each Share owned by the Reporting Persons was converted into the right to receive $10.25 in cash, without interest, pursuant to the Merger Agreement. Accordingly, the Reporting Persons no longer beneficially own any Shares of the Issuer.
(c) The Reporting Persons have not entered into any transactions in the Shares during the past sixty (60) days.
(d) Not applicable.
(e) As of January 21, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 25, 2016
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner | | STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE R GP LLC |
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By: | |
| Name: | Jeffrey C. Smith |
| Title: | Authorized Signatory |
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JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld |