Tomy Commences Tender Offer for Acquisition of RC2 Corporation
March 24 2011 - 7:30AM
Business Wire
Tomy Company, Ltd. (Tokyo Stock Exchange, First Section: 7867)
(“Tomy”) and RC2 Corporation (NASDAQ: RCRC) (“RC2”) announced today
that Tomy’s wholly owned indirect subsidiary, Galaxy Dream
Corporation, has commenced the previously announced tender offer
for all outstanding shares of common stock of RC2 for $27.90
per share, net to the seller in cash, without interest and
less any required withholding taxes.
On March 10, 2011, Tomy and RC2 announced that Tomy and RC2 had
signed a definitive merger agreement pursuant to which the tender
offer would be made. RC2’s Board of Directors approved the terms of
the merger agreement, including the tender offer.
Pursuant to the merger agreement, after completion of the tender
offer and the satisfaction or waiver of all conditions, Galaxy
Dream Corporation will merge with and into RC2, and all of the
shares of common stock of RC2 not purchased in the tender offer
(other than shares of common stock held in the treasury of RC2 or
by Tomy, Galaxy Dream Corporation or any other direct or indirect
wholly owned subsidiary of Tomy, which shares will be canceled and
extinguished, or by stockholders of RC2 who validly exercise
appraisal rights under Delaware law with respect to such shares)
will be converted into the right to receive $27.90 in cash per
share, without interest thereon and less any applicable withholding
taxes.
Tomy and Galaxy Dream Corporation are filing with the Securities
and Exchange Commission (“SEC”) today a tender offer statement on
Schedule TO, including an offer to purchase and related letter of
transmittal, setting forth in detail the terms of the tender offer.
Additionally, RC2 is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of the
RC2’s board of directors that RC2’s stockholders tender their
shares of common stock into the tender offer.
The tender offer is conditioned on the tender of a majority of
the outstanding shares of common stock of RC2 on a fully-diluted
basis as well as other customary closing conditions.
The tender offer is scheduled to expire at the end of April 20,
2011, at 12:00 midnight, New York City time, unless extended or
earlier terminated.
Notice to Investors
This news release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell
securities of RC2. Tomy will file a tender offer statement on a
Schedule TO with the SEC, and RC2 will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including offer
to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information about the tender offer and proposed
merger that should be read carefully before any decision is made
with respect to the tender offer. RC2’s stockholders can obtain all
of these documents (and all other offer documents filed with the
SEC) when they are filed and become available free of charge from
the SEC’s website at www.sec.gov. In addition, free copies of the
tender offer statement and related material may be obtained, when
they become available at Tomy’s website at
www.takaratomy.co.jp/company/release/ir/index.html; and the
solicitation/recommendation statement, and related materials may be
obtained, when available, without charge, by directing a request to
1111 West 22nd Street, Suite 320, Oak Brook, Illinois 60523, or on
RC2’s corporate website at www.rc2.com. The Schedule TO, Schedule
14D-9 and related materials may also be obtained for free from
Okapi Partners LLC, 437 Madison Avenue, 28th floor, New York, New
York 10022, Toll Free Telephone (877) 869-0171.
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