Exhibit (a)(1)(G)
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 January 7, 2005, and the related Letter of
Transmittal, and any amendments thereto, and is being made to all holders of
Shares. Merger Sub (as defined below) is not aware of any state where the making
of the Offer is prohibited by administrative or judicial action pursuant to any
valid state statute. If Merger Sub becomes aware of any valid state statute
prohibiting the making of the Offer, Merger Sub will make a good faith effort to
comply with such statute. If, after such good faith effort, Merger Sub cannot
comply with such state statute, the Offer will not be made to nor will tenders
be accepted from or on behalf of the holders of Shares in such state.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Dixon Ticonderoga Company
at
$7.00 Net Per Share
by
Pencil Acquisition Corp.
a wholly owned subsidiary of
F.I.L.A.-Fabbrica Italiana Lapis ed Affini S.p.A.
Pencil Acquisition Corp., a Delaware corporation ( the "Merger Sub") and a
wholly owned subsidiary of F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A.,
an Italian corporation ("Fila"), is offering to purchase all outstanding shares
of common stock, par value $1.00 per share (the "Shares"), of Dixon Ticonderoga
Company, a Delaware corporation (the "Company"), at a purchase price of $7.00
per Share, net to the seller in cash, without interest (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
January 7, 2005 (the "Offer to Purchase"), and in the related Letter of
Transmittal (the "Letter of Transmittal") (which, together with any amendments
or supplements thereto, collectively constitute the "Offer"). Tendering
stockholders who have Shares registered in their names and who tender directly
to Registrar and Transfer Company (the "Depositary") will not be charged
brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
Stockholders who hold their Shares through a broker, dealer, bank, trust company
or other nominee should consult such institution as to whether it charges any
service fees. Merger Sub will pay all charges and expenses of the Depositary and
MacKenzie Partners, Inc., which is acting as the information agent for the Offer
(the "Information Agent"), incurred in connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MONDAY, FEBRUARY 7, 2005, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date (as defined below) a
number of Shares of
Company Common Stock which, together with Shares of Company Common Stock then
beneficially owned by Fila or Merger Sub (including, without limitations, the
Shares of Company Common Stock to be sold to Merger Sub pursuant to the Stock
Purchase Agreement described below) that represents at least 66_% of the then
outstanding Shares, (2) there not being any change, effect, event or state of
facts that has occurred which, individually or together with other changes,
effects, events or state of facts, materially and adversely affects the
financial condition, business, operations or results of operations of the
Company and its subsidiaries taken as a whole, (3) the Company's board of
directors not having withdrawn or modified or changed in an adverse manner its
recommendation of the Offer and the Merger (as defined below) or recommended to
the Company's stockholders an alternative acquisition proposal, and (4) there
being no breach of any representations, warrants, covenant or agreement made by
the Company in the Merger Agreement. The Offer is also subject to other
conditions. See Section 14 of the Offer to Purchase. The "Expiration Date" of
the Offer is 5:00 p.m., New York City time, on Monday, February 7, 2005, unless
Merger Sub shall have extended the period of time 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 Merger Sub, shall expire. The purpose of the
Offer is to acquire control of, and the entire equity interest in, the Company.
As promptly as practicable following consummation of the Offer and after
satisfaction or waiver of all conditions to the Merger (as defined below) set
forth in the Merger Agreement (as defined below), Merger Sub intends to acquire
the remaining equity interest in the Company not acquired in the Offer by
consummating the Merger. The Offer is being made pursuant to the Agreement and
Plan of Merger, dated as of December 16, 2004 (the "Merger Agreement"), by and
among Fila, Merger Sub and the Company. The Merger Agreement provides that,
among other things, Merger Sub will make the Offer and, after the purchase of
Shares pursuant to the Offer and the satisfaction or waiver of the other
conditions set forth in the Merger Agreement and in accordance with the relevant
provisions of the Delaware General Corporation Law (the "DGCL"), Merger Sub will
be merged with and into the Company, with the Company continuing as the
surviving corporation (the "Merger"). At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than Shares owned by Fila or the Company or any of their
respective subsidiaries, all of which will be cancelled, and other than Shares
that are held by stockholders, if any, who properly exercise their dissenters'
rights under the DGCL) will be converted into the right to receive $7.00 net per
share in cash, or any greater price that is paid in the Offer in cash, without
interest. The Merger Agreement is more fully described in Section 11 of the
Offer.
In connection with the Merger Agreement, certain stockholders of the Company who
own in the aggregate 28% of the outstanding Common Shares entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement"), dated as of December 16,
2004, with Merger Sub. Pursuant to the Stock Purchase Agreement, such
stockholders have agreed, among other things, to sell the Shares held to Merger
Sub simultaneously with the Closing of the Offer and to grant designees of Fila,
under certain circumstances, a proxy with respect to the voting of such Shares
in favor of the Merger, upon the terms and subject to the conditions set forth
in the Stock Purchase Agreement.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (I) DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER DESCRIBED HEREIN ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, (II) APPROVED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER, THE
MERGER AND THE STOCK PURCHASE AGREEMENT, AND (III) RECOMMENDED THAT THE
COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER.
For purposes of the Offer, Merger Sub will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when Merger Sub gives oral or written notice to the
Depositary of Merger Sub's acceptance for payment of such Shares pursuant to the
Offer. On the terms and subject to the conditions of the Offer, payment for
Shares purchased pursuant to the Offer will be made by deposit of the Offer
Price with the Depositary, which shall act as agent for tendering stockholders
for the purpose of receiving payments from Merger Sub and transmitting such
payments to tendering stockholders. 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 (i) certificates evidencing such Shares or
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantees or, in the case of
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in
lieu of the Letter of Transmittal and (iii) any other documents required by the
Letter of Transmittal. Accordingly, tendering stockholders may be paid at
different times depending upon when Share Certificates (as defined in the Offer
to Purchase) or Book-Entry Confirmations (as defined in the Offer to Purchase)
with respect to Shares are actually received by the Depositary. All questions as
to the validity, form, eligibility (including time of receipt) and acceptance
for payment of any tender of Shares will be determined by Merger Sub in its sole
discretion, which determination shall be final and binding on all parties. Under
no circumstances will interest be paid on the Offer Price regardless of any
delay in making payment for any of the Shares.
Subject to the provisions of the Merger Agreement and the applicable rules and
regulations of the United States Securities and Exchange Commission (the
"Commission"), Merger Sub reserves the right, in its sole discretion, to waive
any or all conditions to the Offer (other than the Minimum Condition (as defined
in the Offer to Purchase, which only may be waived with the Company's prior
written consent)) and to make any other changes in the terms and conditions of
the Offer. Subject to the provisions of the Merger Agreement giving Dixon the
right, in certain circumstances, to compel Merger Sub to extend the Offer, and
the applicable rules and regulations of the Commission, if, by the Expiration
Date, any or all of the conditions to the Offer have not been satisfied, Merger
Sub reserves the right (but will not be obligated) to (1) terminate the Offer
and return all tendered Shares to tendering stockholders, (2) waive such
unsatisfied conditions (other than the Minimum Condition) and purchase all
Shares validly tendered or (3) extend the Offer, and, subject to the terms of
the Offer (including
the rights of stockholders to withdraw their Shares), retain the Shares which
have been tendered, until the termination of the Offer, as extended.
The Merger Agreement also provides that Merger Sub may extend the Offer for a
subsequent offering period (as provided in Rule 14d-11 under the Securities
Exchange Act of 1934, as amended) for three to 20 business days in order to
acquire at least 90% of the outstanding Shares, beginning after Merger Sub
purchases Shares tendered in the Offer, during which the Company stockholders
may tender, but not withdraw, their Shares and receive the Offer Price.
Any extension, delay, termination, waiver or amendment will be followed as
promptly as practicable by public announcement thereof to be made no later than
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not properly withdrawn will remain subject to the Offer, subject to
the rights of a tendering stockholder to withdraw such stockholder's Shares.
"Expiration Date" means 5:00 p.m., New York City time, on Monday, February 7,
2005, unless and until Merger Sub, in its sole discretion (but subject to the
terms and conditions of the Merger Agreement), has extended the period during
which the Offer is open, in which event the term "Expiration Date" means the
latest time and date at which the Offer, as so extended by Merger Sub, will
expire. Shares tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date and, unless theretofore accepted for payment pursuant to
the Offer, also may be withdrawn at any time after March 7, 2005. Except as
otherwise provided in Section 4 of the Offer to Purchase, tenders of Shares made
pursuant to the Offer are irrevocable. For a withdrawal of Shares tendered
pursuant to the Offer to be effective, a written, telegraphic 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
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of such Shares, if different from that of the person who
tendered the Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such Shares have been tendered for
the account of an Eligible Institution (as defined in the Offer to Purchase),
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been tendered pursuant to the procedures for
book-entry transfer as set forth in the Offer to Purchase, any notice of
withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal shall be determined by Merger Sub, in its sole discretion, and its
determination shall be final and binding on all parties. None of Fila, Merger
Sub, the Depositary, the Information Agent or any other person will be under
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification. If
Merger Sub elects to provide a Subsequent Offering Period, no withdrawal rights
apply to Shares tendered during the Subsequent Offering Period, and no
withdrawal rights apply during the Subsequent Offering Period with respect to
Shares tendered in the Offer and accepted for payment.
The receipt of cash for Shares pursuant to the Offer or the Merger will be a
taxable transaction for United States federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws.
Stockholders should consult with their tax advisors as to the particular tax
consequences of the Offer and the Merger to them, including the applicability
and effect of the alternative minimum tax and any state, local or foreign income
and other tax laws and of changes in such tax laws. For a more complete
description of certain United States federal income tax consequences of the
Offer and the Merger, see Section 5 of the Offer to Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference. The Company has provided to Merger Sub its list of stockholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the Letter of Transmittal and other related
materials are being mailed to record holders of Shares and will be furnished 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, for subsequent transmittal to beneficial owners of Shares. The
Offer to Purchase and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer. Questions and requests for assistance and copies of the
Offer to Purchase, the Letter of Transmittal and all other tender offer
materials may be directed to the Information Agent at its address and telephone
number set forth below, and copies will be furnished promptly at Merger Sub's
expense. Merger Sub will not pay any fees or commissions to any broker or dealer
or any other person (other than the Information Agent) for soliciting tenders of
Shares pursuant to the Offer.
The Information Agent for the Offer is:
[MaKenzie Logo]
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
E-mail: proxy@mackenziepartners.com
January 7, 2005