SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
BLUE WOLF MONGOLIA HOLDINGS CORP.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Ordinary Shares, no par value
(Title of Class of Securities)
G11962100
(CUSIP Number of Class of Securities)
Lee Kraus
c/oBlue Wolf MHC Ltd.
Two Greenwich Office Park, Suite 300
Greenwich, CT 06831
(203) 622-4903
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
with a copy to:
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
(212) 370-1300
(212) 370-7889 (fax)
| CALCULATION OF FILING FEE | ||
| Transaction valuation* | Amount of filing fee** | |
| $69,854,955 | $9,528.22 | |
| * | 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”). This calculation assumes the purchase of a total of 7,006,515 ordinary shares of Blue Wolf Mongolia Holdings Corp., no par value, at the tender offer price of $9.97 per share. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, equals $136.40 per million dollars of the transaction valuation. |
| 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: $9,528.22 | Filing Party: Blue Wolf Mongolia Holdings Corp. | |
| Form or Registration No.: Schedule TO-I | Date Filed: March 20, 2013 |
| ¨ | 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: ¨ |
SCHEDULE TO
Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company with limited liability (“Blue Wolf” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2013 (together with any amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as further amended by this Amendment No. 2, relates to the Company’s offer to purchase for cash up to 7,006,515 of its ordinary shares, no par value (“Ordinary Shares”), at a price of $9.97 per share, net to the seller in cash, without interest (the “Share Purchase Price”) for an aggregate purchase price of up to $69,854,955. The Company’s offer is being made upon the terms and subject to certain conditions set forth in the Offer to Purchase dated March 20, 2013 (the “Offer to Purchase”) previously filed as Exhibit (a)(1)(A) to the Schedule TO and the Letter of Transmittal (the “Letter of Transmittal”) previously filed as Exhibit (a)(1)(B) to the Schedule TO (which, as amended or supplemented from time to time, together constitute the offer (the “Offer”)). The Offer expires at 11:59 p.m. New York City Time, on Tuesday, April 16, 2013, unless the Offer is extended.
This Amendment No. 2 to Schedule TO should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal, as the same may be further amended or supplemented hereafter and filed with the SEC. Capitalized terms used and not defined herein have the meanings assigned to such terms in the Offer to Purchase.
This Amendment No. 2 to Schedule TO, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 2 amends and supplements only the items and exhibits to the Schedule TO that are being amended and supplemented and unaffected items and exhibits are not included herein.
Item 11. Additional Information
(c)Other Material Information
Item 11(c) is hereby amended and supplemented by adding at the end thereof the following:
A copy of the materials to be presented to certain existing and potential shareholders of Blue Wolf in connection with the Offer is attached hereto as Exhibit (a)(5)(B) and incorporated herein by reference.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented by adding the following exhibit:
(a)(5)(B) Blue Wolf presentation materials dated April 2013
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.
| BLUE WOLF MONGOLIA HOLDINGS CORP. | |||
| By: | /s/ Lee Kraus
| ||
| Lee Kraus | |||
| Chief Executive Officer | |||
Date: April 4, 2013
INDEX TO EXHIBITS
Exhibit | Description | |
| (a)(5)(B)* | Blue Wolf presentation materials dated April 2013. |
*Filed herewith