Exhibit (a)(1)(vii)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is
made solely by the Offer to Purchase, dated August 15, 2002 and the related
Letter of Transmittal and any amendments or supplements thereto, and is being
made to all holders of Shares. The Offer is not being made to
(nor will tenders be accepted from or on behalf of) holders of
Shares in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require that
the Offer be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of the Purchaser (as defined herein) by Lehman Brothers
Inc. (the "Dealer Manager") or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
LITTLE SWITZERLAND, INC.
AT
$2.40 NET PER SHARE
BY
TSAC CORP.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
TIFFANY & CO.
TSAC Corp., a Delaware corporation ("Purchaser") and an indirect
wholly-owned subsidiary of Tiffany & Co., a Delaware corporation ("Parent"), is
offering to purchase, for $2.40 net to the seller in cash, all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Little
Switzerland, Inc., a Delaware corporation (the "Company"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 15,
2002 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer"). Stockholders of record who tender directly
to the Depositary (as defined below) will not be obligated to pay brokerage fees
or commissions, if any, on the purchase of Shares by Purchaser or pursuant to
the Offer. Stockholders who hold their Shares through a broker or bank should
consult such institution as to whether it charges any service fees. Purchaser
will pay all charges and expenses of Mellon Investor Services LLC, which is
acting as depositary (the "Depositary"), and Morrow & Co., Inc., which is acting
as the information agent (the "Information Agent"), incurred in connection with
the Offer.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON SEPTEMBER 13, 2002, UNLESS THE OFFER IS EXTENDED.
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The purpose of the Offer is to acquire as many outstanding Shares as
possible as a first step in acquiring the entire equity interest in the Company.
If the Offer is successful and Purchaser owns at least 90% of the outstanding
Shares, Purchaser will merge into the Company through a short-form merger (the
"Merger"). In the Merger, each outstanding Share that is not owned by Parent or
its subsidiaries (other than Shares held by the Company stockholders who dissent
from the Merger and perfect their appraisal rights under the Delaware General
Corporation Law) will be converted into the right to receive the same
consideration paid in the Offer, without interest.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A SUFFICIENT
NUMBER OF SHARES SO THAT, AFTER THE SHARES ARE PURCHASED PURSUANT TO THE OFFER,
PARENT AND ITS SUBSIDIARIES WOULD OWN AT LEAST 90% OF THE SHARES ON A
FULLY-DILUTED BASIS (THE "MINIMUM CONDITION"). PARENT AND ITS SUBSIDIARIES
CURRENTLY OWN APPROXIMATELY 45% OF THE OUTSTANDING SHARES. THE PURCHASER HAS
ALSO ENTERED INTO A STOCK PURCHASE AGREEMENT WHICH PROVIDES FOR THE PURCHASE OF
AN ADDITIONAL 12% OF THE OUTSTANDING SHARES FROM SEYMOUR HOLTZMAN, STEVEN
HOLTZMAN AND CERTAIN OF THEIR AFFILIATES (TOGETHER, THE "HOLTZMANS"), SUBJECT TO
TERMS AND CONDITIONS IDENTICAL TO THOSE OF THE OFFER. PURCHASER MAY, SUBJECT TO
COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS, WAIVE THE MINIMUM CONDITION AND
REDUCE THE NUMBER OF SHARES THAT ARE REQUIRED TO BE TENDERED. IN NO EVENT,
HOWEVER, WILL PURCHASER PURCHASE SHARES IN THE OFFER IF LESS THAN A MAJORITY OF
THE OUTSTANDING SHARES, EXCLUDING SHARES BENEFICIALLY OWNED BY PARENT, ITS
AFFILIATES AND THE HOLTZMANS, ARE TENDERED. THE OFFER IS ALSO SUBJECT TO CERTAIN
OTHER CONDITIONS DESCRIBED IN SECTION 11 OF THE OFFER TO PURCHASE.
THE OFFER IS NOT CONDITIONED ON PARENT OR PURCHASER OBTAINING ANY
FINANCING OR THE PRIOR APPROVAL OF THE COMPANY'S BOARD OF DIRECTORS.
Upon the terms and subject to the conditions of the Offer (including
the terms and conditions set forth in Section 11 of the Offer to Purchase and,
if the Offer is extended or amended, the terms and conditions of such extension
or amendment (the "Offer Conditions")), Purchaser will accept for payment, and
will pay for, Shares validly tendered on or prior to the Expiration Date (as
defined herein) and not withdrawn as permitted by Section 4 of the Offer to
Purchase. The term "Expiration Date" means 5:00 p.m., New York City time, on
September 13, 2002, unless Purchaser shall have extended the period for which
the Offer is open, in which event the term "Expiration Date" shall mean the
latest time and date on which the Offer, as so extended by Purchaser, shall
expire. The period until 5:00 p.m., New York City time, on September 13, 2002,
as such period may be extended, is referred to as the "Offering Period." If
there is a Subsequent Offering Period (as defined in the Offer to Purchase), all
Shares tendered during the Offering Period will be immediately accepted for
payment and promptly paid for following the expiration of the Offering Period
and Shares tendered during a Subsequent Offering Period will be immediately
accepted for payment and paid for as they are tendered. Subject to applicable
rules of the Securities and Exchange Commission (the "SEC"), Purchaser expressly
reserves the right to delay acceptance for payment of or payment for Shares in
order to comply, in whole or in part, with any applicable law. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of certificates for such
Shares (or a confirmation of a book-entry transfer of such Shares (a "Book-Entry
Confirmation") into the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility")), a properly completed and duly executed
Letter of Transmittal and any other required documents.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment Shares validly tendered and not properly withdrawn as, if and when
Purchaser gives oral or written notice to the Depositary of its acceptance for
payment of such Shares pursuant to the Offer. In all cases, upon the terms and
subject to the Offer Conditions, payment for Shares accepted for payment
pursuant to the Offer will be made by deposit of the purchase price therefor
with the Depositary, which will act as agent for the validly tendering
stockholders for the purpose of receiving payments from Purchaser and
transmitting such payments to the validly tendering stockholders. Under no
circumstances will interest on the purchase price for tendered shares be paid,
regardless of any delay in making such payment.
Subject to the applicable rules and regulations of the SEC, Purchaser
expressly reserves the right (but will not be obligated), in its sole
discretion, at any time or from time to time, to extend the Offering Period by
giving oral or written notice of such extension to the Depositary. During any
such extension of the Offering Period, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
stockholder to withdraw such stockholder's Shares. See Section 4 of the Offer to
Purchase. Subject to the applicable regulations of the SEC, Purchaser also
expressly reserves the right, in its sole discretion, at any time or from time
to time prior to the Expiration Date, (i) to delay acceptance for payment of or
(regardless of whether such Shares were theretofore accepted for payment)
payment for, any tendered Shares, or to terminate or amend the Offer as to any
Shares not then paid for, on the occurrence of any of the events specified in
Section 11 of the Offer to Purchase and (ii) to waive any condition and to set
forth or change any other term and condition of the Offer; provided that, in no
event, will Purchaser purchase Shares in the Offer if less than a majority of
the outstanding Shares, excluding shares beneficially owned by Parent and its
affiliates and by the Holtzmans, are tendered. If Purchaser elects to provide a
Subsequent Offering Period, it expressly reserves the right, in its sole
discretion, at any time or from time to time, to extend the Subsequent Offering
Period (not beyond a total of 20 business days) by giving oral or written notice
of such extension to the Depositary. If Purchaser accepts any Shares for payment
pursuant to the terms of the Offer, it will accept for payment all Shares
validly tendered during the Offering Period and not withdrawn, and, on the terms
and subject to the conditions of the Offer, including but not limited to the
Offer Conditions, it will promptly pay for all Shares so accepted for payment
and will immediately accept for payment and promptly pay for all Shares as they
are validly tendered in any Subsequent Offering Period. Purchaser confirms that
its reservation of the right to delay payment for Shares which it has accepted
for payment is limited by Rule 14e-l(c) under the Securities Exchange Act of
1934, which requires that a tender offeror pay the consideration offered or
return the tendered securities promptly after the termination or withdrawal of a
tender offer.
Tenders of Shares made pursuant to the Offer are irrevocable except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the expiration of the Offering Period and, unless theretofore accepted for
payment by Purchaser pursuant to the Offer, may also be withdrawn at any time
after October 11, 2002. There will be no withdrawal rights during any Subsequent
Offering Period for Shares tendered during the Subsequent Offering Period.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number or amount of Shares to be
withdrawn and the names in which the certificate(s) evidencing the Shares to be
withdrawn are registered, if different from that of the person who tendered such
Shares. The signature(s) on the notice of withdrawal must be guaranteed by an
Eligible Institution (as defined in the Offer to Purchase), unless such Shares
have been tendered for the account of any Eligible Institution. If Shares have
been tendered pursuant to the procedures for book-entry tender as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares. If certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, the name of the
registered holder and the serial numbers of the particular certificates
evidencing the Shares to be withdrawn must also
be furnished to the Depositary as aforesaid prior to the physical release of
such certificates. All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, which determination shall be final and binding.
None of Parent, Purchaser, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification. Withdrawals of tender
for Shares may not be rescinded, and any Shares properly withdrawn will be
deemed not to have been validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered at any subsequent time prior to the
Expiration Date by following one of the procedures described in Section 3 of the
Offer to Purchase at any time prior to the Expiration Date or during a
Subsequent Offering Period if one is provided.
If Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares, or is unable to accept for payment Shares pursuant to the
Offer, for any reason, then, without prejudice to Purchaser's rights under this
Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that tendering
stockholders are entitled to withdrawal rights as set forth in Section 4 of the
Offer to Purchase.
Sales of Shares pursuant to the Offer and the exchange of Shares for
cash pursuant to the Merger will be taxable transactions for United States
federal income tax purposes and may also be taxable under applicable state,
local and other tax laws. For federal income tax purposes, a stockholder who is
a United States person whose Shares are purchased pursuant to the Offer or who
receives cash as a result of the Merger will realize gain or loss equal to the
difference between the adjusted basis of the Shares sold or exchanged and the
amount of cash received therefor. Such gain or loss will be capital gain or loss
if the Shares are held as capital assets by the stockholder. Long-term capital
gain of a non-corporate stockholder is generally subject to a maximum tax rate
of 20% in respect of property held for more than one year. The income tax
discussion set forth above is included for general information only and may not
be applicable to stockholders in special situations such as stockholders who
received their shares upon the exercise of employee stock options or otherwise
as compensation and stockholders who are not United States persons. Stockholders
should consult their own tax advisors with respect to the specific tax
consequences to them of the Offer and the Merger, including the application and
effect of federal, state, local, foreign or other tax laws.
The information required to be disclosed by Rule 14d-6(d)(1) and Rule
13c-3(e)(1) of the General Rules and Regulations under the Securities Exchange
Act of 1934, is contained in the Offer to Purchase and is incorporated herein by
reference.
A demand has been made to the Company for use of the Company's
stockholder list and security position listings for the purpose of disseminating
the Offer to stockholders. Upon compliance by the Company with such demand, the
Offer to Purchase, the related Letter of Transmittal and other relevant
documents will be mailed to record holders of Shares whose names appear on the
Company stockholder list and will be furnished, for subsequent transmittal to
beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below. Requests for additional copies of the Offer
to Purchase, the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or the Dealer Manager. Such additional
copies will be furnished at Purchaser's expense. Neither Parent nor Purchaser
will pay any fees or commissions to any broker, dealer or other person (other
than the Dealer Manager, the Information Agent and the Depositary) for
soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO.
445 Park Avenue, Fifth Floor
New York, New York 10022
Email: LSVI.info@morrowco.com
Banks And Brokers Call Toll-Free: (800) 654-2648
Stockholders Call Toll-Free: (800) 607-0088
All Others Call Collect: (212) 754-8000
The Dealer Manager for the Offer is:
LEHMAN BROTHERS
745 Seventh Avenue
New York, New York 10019
Call Collect: (212) 526-3444 or (212) 526-2566
August 15, 2002