- Amended Statement of Ownership: Solicitation (SC 14D9/A)
November 18 2009 - 4:40PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 5)
I-FLOW CORPORATION
(Name of Subject Company)
I-FLOW CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
449520303
(CUSIP Number of Class of Securities)
James J. Dal Porto
Executive Vice President and Chief Operating Officer
20202 Windrow Drive, Lake Forest, CA 92630
(949) 206-2700
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person filing statement)
Copies to:
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive, Suite 1200
Irvine, California 92612
(949) 451-3800
Attention: Mark W. Shurtleff, Esq.
Terrence
R. Allen, Esq.
o
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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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TABLE OF CONTENTS
This Amendment No. 5 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed by I-Flow Corporation, a Delaware corporation (the Company), with
the Securities and Exchange Commission on October 20, 2009. The Schedule 14D-9 relates to the offer
(the Offer) by Boxer Acquisition, Inc., a Delaware corporation (the Purchaser) and wholly owned
subsidiary of Kimberly-Clark Corporation, a Delaware corporation (Parent), to purchase all of the
outstanding shares of common stock of the Company, par value $0.001 per share, together with the
associated purchase rights issued pursuant to the Rights Agreement, dated as of March 8, 2002, and
as thereafter amended, between the Company and American Stock Transfer & Trust Company, as Rights
Agent (the Rights and, together with the shares of the Companys common stock, the Shares), at
a purchase price of $12.65 per Share net to the seller in cash, without interest and less any
required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated as of October 20, 2009 (together with any amendments or supplements thereto, the
Offer to Purchase) and in the related Letter of Transmittal.
Item 8. Additional Information.
Item 8 is supplemented by adding the following information after the section entitled Projected
Financial Information:
Expiration of the Offer
The initial offering period of the Offer expired at 12:00 midnight, New York City time, on
November 17, 2009 (
i.e.
, the end of the day on
November 17, 2009). The depositary for the Offer (the
Depositary) has advised Parent that, as of the expiration
of the initial offering period, a total of approximately 21,279,272
Shares were validly tendered and not validly withdrawn, representing approximately 87.1%
of the Shares outstanding. The Parent has informed the Company that all Shares that were validly tendered and not
validly withdrawn during the initial offering period have been accepted for payment.
The Depositary also advised Parent that it has received commitments to tender approximately 506,582 additional Shares under the guaranteed delivery procedures described in the Offer.
On November 18, 2009, Parent issued a press release announcing that Purchaser has commenced a
Subsequent Offering Period for all remaining untendered Shares pursuant to Rule 14d-11 of the
Exchange Act. The Subsequent Offering Period will expire at 5.00 p.m., New York City time,
on November 23, 2009, unless extended. Any Shares properly tendered during the Subsequent Offering
Period will be immediately accepted for payment, and tendering stockholders promptly will be paid
$12.65 per Share net in cash, without interest and less any required withholding taxes, which is
the same amount per Share that was paid in the initial offering period. Pursuant to Rule
14d-7(a)(2) of the Exchange Act, Shares tendered during the Subsequent Offering Period may not be
withdrawn. In addition, no Shares validly tendered during the initial offering period may be
withdrawn during the Subsequent Offering Period.
The full text of the press release issued by Parent on November 18, 2009 announcing the
results of the initial offering period of the Offer and the commencement of the Subsequent Offering
Period is filed as Exhibit (a)(6) hereto and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 is supplemented by adding the following exhibit:
(a)(6) Press Release issued by Kimberly-Clark Corporation on November 18, 2009, incorporated by
reference to Exhibit (a)(5)(E) to Amendment No. 5 to the Schedule TO of Kimberly-Clark Corporation
and Boxer Acquisition, Inc. filed on November 18, 2009.
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.
Dated: November 18, 2009
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I-FLOW CORPORATION
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By:
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/s/ James R. Talevich
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Name:
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James R. Talevich
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Title:
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Chief Financial Officer
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