- Amended tender offer statement by Third Party (SC TO-T/A)
January 06 2010 - 2:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
CALIFORNIA MICRO
DEVICES CORPORATION
(Name of Subject Company (Issuer))
PAC-10 ACQUISITION CORPORATION
(Offeror)
an indirect, wholly-owned subsidiary of
ON SEMICONDUCTOR CORPORATION
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, $0.001 par value per share
(Title of Class of Securities)
130439102
(CUSIP Number of Class of Securities)
George H.
Cave, Esq.
Senior Vice President, General Counsel and Secretary
ON Semiconductor Corporation
5005 E. McDowell Road
Phoenix, AZ 85008
(602) 244-6600
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies
to:
Gregory R. Hall
David P. Lewis
Steven D. Pidgeon
DLA Piper LLP (US)
2525 East Camelback Road
Suite 1000
Phoenix, Arizona 85016
(480) 606-5100
CALCULATION OF FILING FEE
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Transaction Valuation(l)
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Amount of Filing Fee(2)
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$111,500,000
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$7,949.95
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(1)
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Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $4.70 cash per share based on an
aggregate of (i) 23,073,189 outstanding shares of Common Stock of California Micro Devices Corporation; and (ii) 5,233,784 shares of Common Stock of California Micro Devices Corporation that were subject to and reserved for issuance
with respect to all outstanding options and restricted stock units settleable in Common Stock, in each case as provided by California Micro Devices Corporation as of December 14, 2009, the most recent practicable date.
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(2)
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The filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for Fiscal Year
2010 issued by the Securities and Exchange Commission, equals $71.30 per million of the value of the transaction.
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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.
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Amount Previously Paid: $7,949.95
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Filing Party: On Semiconductor Corporation and PAC-10 Acquisition Corporation
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Form of Registration No.: Schedule TO
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Dated Filed: December 28, 2009
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4.
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Going-private transaction subject to Rule 13e-3.
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer.
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TABLE OF CONTENTS
This Amendment No. 1 (the Amendment) amends and supplements the Tender
Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute this Schedule TO) originally filed with the Securities and Exchange Commission (the SEC) on
December 28, 2009 by (i) PAC-10 Acquisition Corporation, a Delaware corporation (the Purchaser) and an indirect, wholly-owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (ON), and
(ii) ON. The Schedule TO relates to the offer (the Offer) by the Purchaser to purchase all of the outstanding shares of Common Stock, par value $0.001 per share (the Shares), of California Micro Devices Corporation,
a Delaware corporation (California Micro Devices or the Company), at a purchase price of $4.70 per Share, net to the seller in cash, without interest thereon and less any applicable withholding or stock transfer taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated December 28, 2009 (which, together with any amendments and supplements thereto, collectively constitute the Offer to Purchase) and in the related
Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B). This Amendment is being filed on behalf of the Purchaser and ON.
Item 11.
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Additional Information.
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Item 11(a)(5) of the Schedule TO is hereby amended and supplemented to read in its entirety as follows:
The
information set forth in the section of the Offer to Purchase entitled Certain Legal Matters; Regulatory Approvals is incorporated herein by reference, and the same is hereby amended and supplemented by adding the following two
paragraphs:
On December 29, 2009, the plaintiff in the Varrenti lawsuit (originally filed in the County Court of Santa
Clara County, California against the Company and its directors, and ON and Purchaser) filed an amended complaint. The amended complaint (i) adds allegations that the Schedule 14D-9 Solicitation/Recommendation Statement that the Company filed on
December 28, 2009 contained inadequate disclosure and was materially misleading, (ii) alleges that the Companys directors have a self-interest in the transaction and (iii) alleges that the purchase price of $4.70 per share is
inadequate. Mr. John Sprague and Dr. David Sear, two former members of the California Micro Devices Board, were also removed as named defendants in the amended complaint.
On January 4, 2010, a purported class action lawsuit was filed in the Court of Chancery in the State of Delaware against
California Micro Devices and its directors, and ON and Purchaser. The lawsuit, captioned
Sanjay Israni, et al. v. California Micro Devices, Robert V. Dickinson, Edward C. Ross, Jon S. Castor, John Fichthorn, J. Michael Gullard, Kenneth
Potashner, David L. Wittrock, ON and Purchaser
(No. 5181), alleges, among other things, that (i) the Companys directors breached their fiduciary duties by failing to maximize the value of the Company to its public stockholders,
and taking steps to avoid competitive bidding and to cap the price of the Shares by the Companys agreement to certain terms, including a no shop provision, the Top-Up Option and a termination fee; (ii) the premium
that the Companys stockholders will receive for their Shares is inadequate; (iii) the Companys disclosure in its Schedule 14D-9 filed with the SEC fails to disclose material information needed by its shareholders to make a
fully-informed decision; and (iv) ON will benefit unfairly from the proposed transaction. Based on these allegations, the lawsuit seeks, among other relief, injunctive relief enjoining the defendants from consummating the Offer and the
Merger.
1
SIGNATURE
After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.
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ON SEMICONDUCTOR CORPORATION
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By:
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S
/ D
ONALD
A.
C
OLVIN
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Name:
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Donald A. Colvin
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Title
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Executive Vice President, Chief Financial Officer and Treasurer
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PAC-10 ACQUISITION CORPORATION
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By:
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S
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ONALD
A.
C
OLVIN
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Name:
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Donald A. Colvin
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Title
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Chief Financial Officer and Treasurer
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Date: January 6, 2010
2
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