QuickLinks
-- Click here to rapidly navigate through this document
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
Castle Brands Inc.
(Name of Subject Company (Issuer))
Rook Merger Sub, Inc.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
Austin, Nichols & Co., Inc
(Name of Filing Persons (Parent))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
148435100
(CUSIP Number of Class of Securities)
Rook Merger Sub, Inc.
c/o Austin, Nichols & Co., Inc.
250 Park Avenue
New York, New York 10177
Attention: Brian S. Chevlin
Telephone: (212) 372-5400
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
With a copy to:
Paul S. Bird
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
CALCULATION OF FILING FEE
|
|
|
|
Transaction Valuation*
|
|
Amount Of Filing Fee**
|
|
$223,332,199.67
|
|
$27,067.86
|
|
-
*
-
Estimated
for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 170,372,173 shares of common stock
(including 2,578,750 Company Restricted Stock Awards (as defined in the Offer to Purchase), par value $0.01 per share (the "Shares"), of Castle
Brands Inc., a Florida corporation ("Castle Brands"), issued and outstanding, multiplied by the offer price of $1.27 per share; and (ii) and
10,932,575 Shares issuable pursuant to outstanding options ("Options") with an exercise price less than the offer price of $1.27 per Share, multiplied by
the offer price of $1.27 per share minus the exercise price for each such option. The foregoing share figures have been provided by Castle Brands to the
Offeror and are as of September 9, 2019, the most recent practicable date.
-
**
-
The
filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory Rate #1 for fiscal year 2019,
issued August 24, 2018, is calculated by multiplying the Transaction Valuation by 0.0001212.
-
o
-
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:
|
|
N/A
|
|
Filing Party:
|
|
N/A
|
Form or Registration No.:
|
|
N/A
|
|
Date Filed:
|
|
N/A
|
-
o
-
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:
-
ý
-
third-party
tender offer subject to Rule 14d-1.
-
o
-
issuer
tender offer subject to Rule 13e-4.
-
o
-
going-private
transaction subject to Rule 13e-3.
-
o
-
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: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
-
o
-
Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
-
o
-
Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
This
Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this "Schedule TO") is
being filed by Rook Merger Sub, Inc., a Florida corporation (the "Offeror") and a wholly owned subsidiary of Austin,
Nichols & Co., Inc., a Delaware corporation ("Parent"). This Schedule TO relates to the offer by the Offeror to purchase all
of the issued and outstanding Shares at a purchase price of $1.27 per Share (the "Offer Price") in cash, net of applicable withholding taxes and without
interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 11, 2019 (the "Offer to Purchase"),
and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended or supplemented
from time to time in accordance with the Merger Agreement described below, collectively constitute the "Offer"), copies of which are annexed to and
filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to
Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated
as of August 28, 2019, by and among Parent, the Offeror and Castle Brands, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to
Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section entitled "Summary Term Sheet" of the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The
name of the subject company and the issuer of the securities to which this Schedule TO relates is Castle Brands Inc., a Florida corporation. Castle
Brands' principal executive offices are located at 122 East 42nd Street, Suite 5000, New York, New York 10168. Castle Brands' telephone number is (646) 356-0200.
(b) This
Schedule TO relates to the outstanding Shares. Castle Brands has advised the Offeror and Parent that, as of September 9, 2019 (the most recent
practicable date) 170,372,173 Shares were issued and outstanding.
(c) The
information set forth in Section 6 (entitled "Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This
Schedule TO is filed by the Offeror and Parent. The information set forth in Section 9 (entitled "Certain Information Concerning the Offeror and
Parent") of the Offer to Purchase and Schedule A to the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i)-(viii), (xii), (a)(2)(i)-(iv), (vii) The information set forth in the following sections of the Offer to Purchase is
incorporated herein by reference:
-
-
the "Introduction"
-
-
the "Summary Term Sheet"
-
-
"The Tender OfferSection 1Terms of the Offer"
-
-
"The Tender OfferSection 2Acceptance for Payment and Payment for Shares"
-
-
"The Tender OfferSection 3Procedures for Tendering Shares"
-
-
"The Tender OfferSection 4Withdrawal Rights"
-
-
"The Tender OfferSection 5Certain U.S. Federal Income Tax Consequences"
-
-
"The Tender OfferSection 11Purpose of the Offer and Plans for Castle Brands; Transaction Documents"
-
-
"The Tender OfferSection 12Sources and Amount of Funds"
-
-
"The Tender OfferSection 13Conditions of the Offer"
-
-
"The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals"
-
-
"The Tender OfferSection 16Appraisal Rights"
-
-
"The Tender OfferSection 18Miscellaneous"
(a)(1)(ix)-(xi),
(a)(2)(v)-(vi) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by
reference:
-
-
the "Introduction"
-
-
the "Summary Term Sheet"
-
-
"The Tender OfferSection 9Certain Information Concerning the Offeror and Parent"
-
-
"The Tender OfferSection 10Background of the Offer; Contacts with Castle Brands"
-
-
"The Tender OfferSection 11Purpose of the Offer and Plans for Castle Brands; Transaction Documents"
-
-
Schedule A
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1)-(7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by
reference:
-
-
the "Introduction"
-
-
the "Summary Term Sheet"
-
-
"The Tender OfferSection 7Certain Effects of the Offer"
-
-
"The Tender OfferSection 10Background of the Offer; Contacts with Castle Brands"
-
-
"The Tender OfferSection 11Purpose of the Offer and Plans for Castle Brands; Transaction Documents"
-
-
Schedule A
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by
reference:
-
-
the "Summary Term Sheet"
-
-
"The Tender OfferSection 11Purpose of the Offer and Plans for Castle Brands; Transaction Documents"
-
-
"The Tender OfferSection 12Source and Amount of Funds"
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 9Certain Information Concerning the Offeror and Parent"
-
-
Schedule A
(b) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 9Certain Information Concerning the Offeror and Parent"
-
-
Schedule A
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
the "Summary Term Sheet"
-
-
"The Tender OfferSection 3Procedures for Tendering Shares"
-
-
"The Tender OfferSection 10Background of the Offer; Contacts with Castle Brands"
-
-
"The Tender OfferSection 17Fees and Expenses"
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 9Certain Information Concerning the Offeror and Parent"
-
-
"The Tender OfferSection 10Background of the Offer; Contacts with Castle Brands"
-
-
"The Tender OfferSection 11Purpose of the Offer and Plans for Castle Brands; Transaction Documents"
(a)(2) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 11Purpose of the Offer and Plans for Castle Brands; Transaction Documents"
-
-
"The Tender OfferSection 13Conditions of the Offer"
-
-
"The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals"
(a)(3) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 13Conditions of the Offer"
-
-
"The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals"
(a)(4) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 7Certain Effects of the Offer"
(a)(5) The
information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
-
-
"The Tender OfferSection 15Certain Legal Matters; Regulatory Approvals"
-
(c)
-
The
information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference
ITEM 12. EXHIBITS.
|
|
|
|
Exhibit No.
|
|
Description
|
|
(a)(1)(A)
|
|
Offer to Purchase, dated September 11, 2019.*
|
|
(a)(1)(B)
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
|
|
(a)(1)(C)
|
|
Form of Notice of Guaranteed Delivery.*
|
|
(a)(1)(D)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
|
(a)(1)(E)
|
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
|
(a)(1)(F)
|
|
Text of Summary Advertisement, as published in The New York Times on September 11, 2019.*
|
|
(a)(2)
|
|
Not applicable.
|
|
(a)(3)
|
|
Not applicable.
|
|
(a)(4)
|
|
Not applicable.
|
|
(a)(5)(A)
|
|
Press Release, dated August 28, 2019 (incorporated by reference to Exhibit 99.1 to Castle Brands' Current Report on Form 8-K, filed on August 29, 2019).
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of August 28, 2019, by and among Parent, the Offeror and Castle Brands (incorporated by reference to Exhibit 2.1 to Castle Brands' Current Report on Form 8-K,
filed on August 29, 2019).
|
|
(d)(2)
|
|
Tender and Support Agreement, dated as of August 28, 2019, by and among Parent, the Offeror and the shareholders listed therein (incorporated by reference to Exhibit 10.1 to Castle Brands' Current Report on
Form 8-K, filed on August 29, 2019).
|
|
(d)(3)
|
|
Confidentiality Agreement, dated as of May 24, 2019, by and between Castle Brands and Pernod Ricard S.A.*
|
|
(g)
|
|
Not applicable.
|
|
(h)
|
|
Not applicable.
|
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURES
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.
|
|
|
|
|
|
|
ROOK MERGER SUB, INC.
|
|
|
By:
|
|
/s/ GUILLAUME THOMAS
|
|
|
|
|
Name:
|
|
Guillaume Thomas
|
|
|
|
|
Title:
|
|
Chief Financial Officer and Treasurer
|
|
|
AUSTIN, NICHOLS & CO., INC.
|
|
|
By:
|
|
/s/ PAUL DUFFY
|
|
|
|
|
Name:
|
|
Paul Duffy
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
|
|
Dated:
September 11, 2019
QuickLinks
SIGNATURES
Castle Brands (AMEX:ROX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Castle Brands (AMEX:ROX)
Historical Stock Chart
From Sep 2023 to Sep 2024