- Amended Statement of Ownership: Solicitation (SC 14D9/A)
September 25 2012 - 2:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
FSI International, Inc.
(Name of Subject Company)
FSI International, Inc.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
302633102
(CUSIP Number of Class of Securities)
Donald S. Mitchell
Chairman and Chief Executive Officer
FSI International, Inc.
3455 Lyman Boulevard
Chaska, Minnesota 55318-3052
(952) 448-5440
(Name, address, and telephone number of person authorized
to receive notices
and communications on behalf of the person(s) filing statement)
Copies To:
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
(612) 766-7000
¨
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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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This Amendment No. 4 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 initially filed with the Securities and Exchange Commission on August 27, 2012 by FSI International, Inc. (
FSI
). The Statement relates to the cash tender offer by RB Merger Corp., a Minnesota
corporation, and indirect wholly-owned subsidiary of Tokyo Electron Limited, a Japanese corporation, to purchase all of FSIs outstanding shares of common stock, no par value, at a purchase price of $6.20 per share in cash, net to the seller of
such shares, without interest and subject to any required withholding of taxes, upon the terms and conditions set forth in the Offer to Purchase, dated August 27, 2012 (as it may be amended or supplemented, the
Offer to
Purchase
), and in the related Letter of Transmittal (as it may be amended or supplemented, the
Letter of Transmittal
). The Offer to Purchase and Letter of Transmittal were filed with the Statement as Exhibits
(a)(1)(A) and (a)(1)(B) thereto.
The information set forth in the Statement remains unchanged, except that such
information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Statement.
Item 8.
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Additional Information
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(1) Item 8 of the Statement is hereby amended and supplemented by adding the following as the last two sentences of the subsection
entitled
Antitrust Laws Foreign Antitrust Laws Taiwan Antitrust Laws
:
On
September 19, 2012, TEL received notice from the TFTC that it will not exercise jurisdiction over the transactions contemplated by the Merger Agreement and will refrain from initiating an in-depth investigation. Accordingly, the condition to
the Offer relating to obtaining approval of the TFTC has been satisfied.
(2) Item 8 of the Statement is hereby
amended and supplemented by adding the following as the last two sentences of the subsection entitled
Antitrust Laws Foreign Antitrust Laws Israel Antitrust Laws
:
By decision dated September 11, 2012, the Restrictive Trade Practices Commissioner notified TEL and the Company of its consent to
the Merger. Accordingly, the condition to the Offer relating to obtaining the approval of the Restrictive Trade Practices Commissioner has been satisfied.
(3) Item 8 of the Statement is hereby amended and supplemented by replacing the last sentence of the subsection entitled
Antitrust Laws National Security Regulations
with
the following:
On August 27, 2012, TEL and the Company filed a voluntary pre-filing notice with CFIUS pursuant to
Exon-Florio and its implementing regulations. On September 6, 2012, TEL and the Company filed a Joint Voluntary Notice with CFIUS. CFIUS has 30 calendar days from the date after it accepts the Joint Voluntary Notice to review the transaction
and decide whether to initiate an additional 45-day investigation. On September 10, 2012, CFIUS accepted the Joint Voluntary Notice. Accordingly, unless CFIUS takes any action, the 30 calendar day review period will conclude no later than
October 9, 2012.
Item 9 of
the Statement is hereby amended and supplemented by adding thereto the following exhibit:
(a)(1)(K) Text of press release of TEL
announcing extension of Tender Offer, dated September 25, 2012 (incorporated by reference to Exhibit a(1)(I) to Amendment No. 4 to Schedule TO filed by TEL and Purchaser on September 25, 2012)
ANNEX I
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Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder
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The Statement is hereby amended and supplemented by replacing the third sentence of the third paragraph of
Annex I Information Statement
pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder
with the following:
The Offer
is scheduled to expire at 12:00 midnight, New York City Time, on Wednesday, October 10, 2012 (unless the Offer is extended), at which time, if all conditions to the Offer have been satisfied or waived, Purchaser will purchase all Shares validly
tendered pursuant to the Offer and not withdrawn.
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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/s/ Patricia M. Hollister
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Name: Patricia M. Hollister
Title: Chief Financial Officer
Date:
September 25, 2012
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