Amended Statement of Ownership: Solicitation (sc 14d9/a)
July 29 2015 - 9:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D9
SOLICITATION/ RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
GRAFTECH
INTERNATIONAL LTD.
(Name of Subject Company (issuer))
GRAFTECH INTERNATIONAL LTD.
(Names of Persons Filing Statement)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
384313102
(CUSIP Number
of Class of Securities)
John D. Moran
GrafTech
International Ltd.
Suite 300 Park Center I
6100 Oak Tree Blvd.
Independence, Ohio 44131
(216) 676-2000
Copy to:
M. Ridgway Barker
Withers LLP
157 Church
Street
New Haven, Connecticut 06502
(203) 7891320
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 5 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Statement) originally filed by GrafTech International Ltd., a Delaware corporation (the Company),
with the Securities and Exchange Commission (the SEC) on May 26, 2015, relating to a tender offer by BCP IV GrafTech Holdings LP, a Delaware limited partnership (Purchaser), and Athena Acquisition
Subsidiary Inc., a Delaware corporation (Acquisition Sub), to purchase all of the Companys outstanding shares of common stock, par value $0.01 per share (the Shares), at a price of $5.05 per Share in cash
(the Offer Price) without interest thereon and subject to any required tax withholding. The offer to purchase Shares is being made pursuant to an Offer to Purchase of Purchaser, dated as of May 26, 2015 (as it may be amended
or supplemented, the Offer to Purchase), and in the related letter of transmittal (as amended or supplemented from time to time, the Letter of Transmittal, and, together with the Offer to Purchase, the
Offer). The Offer is subject to the terms and conditions set forth in the Tender Offer Statement on Schedule TO, together with the exhibits thereto, filed jointly by Purchaser and Acquisition Sub with the SEC on May 26, 2015,
as amended or supplemented from time to time. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(B) and (a)(1)(C) to the Statement, respectively.
Except to the extent specifically provided in this Amendment, the information set forth in the Statement remains unchanged. Capitalized terms
used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Statement.
Item 8. Additional Information.
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1. |
The subsection titled Certain Litigation of Item 8 (Additional Information) of the Statement is hereby amended and supplemented to add the following sentences at the end of
the first paragraph of the subsection titled Certain Litigation: |
On July 22, 2015, the Court
of Common Pleas held a hearing on the plaintiffs motion for preliminary injunction and brief in support of that motion filed by the plaintiffs. On July 27, 2015, the Court of Common Pleas issued a decision denying the plaintiffs motion
for a preliminary injunction.
Item 8. Additional Information.
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2. |
The subsection titled Extension of the Offer Item 8 (Additional Information) of the Schedule 14D-9 is hereby amended and restated as follows: |
Extension of the Offer
On July 29, 2015, Purchaser announced an extension of the expiration of the Offer until 12:00 midnight, New York City time, on
August 13, 2015, unless further extended. The Offer, which was previously scheduled to expire at 12:00 midnight, New York City time, on July 28, 2015, was extended to allow additional time for the receipt of clearance from CFIUS (as
defined in the Offer to Purchase). This regulatory review is applicable to the transactions because Purchaser is not a U.S. company. CFIUS clearance is expected to be received in the ordinary course. However, if the clearance is not received by
August 13, 2015, the expiration of the Offer may be extended.
Computershare Trust Company, N.A., in its capacity as depositary for
the Offer, has advised Purchaser and the Company that as of 5:00 pm, New York City time, on July 28, 2015, approximately 102,163,887 Shares have been tendered into and not properly withdrawn from the Offer.
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.
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GRAFTECH INTERNATIONAL LTD. |
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By: |
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/s/ Joel L. Hawthorne |
Name: |
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Joel L. Hawthorne |
Title: |
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President and Chief Executive Officer |
Dated: July 29, 2015