RC2 Corporation Announces End of "Go-Shop" Period
April 11 2011 - 7:00AM
Business Wire
RC2 Corporation (NASDAQ:RCRC) (“RC2”) today announced the
expiration at 5:00 p.m., New York City time, on April 9, 2011,
of the "go-shop" period during which RC2 was permitted to solicit
acquisition proposals from alternative purchasers.
On March 24, 2011, TOMY Company, Ltd. ("Tomy"), through its
wholly owned indirect subsidiary, Galaxy Dream Corporation (the
"Purchaser"), initiated a cash tender offer to purchase all of the
outstanding shares of common stock of RC2 for $27.90 per share, net
to the seller in cash, without interest thereon and less any
applicable withholding taxes. The tender offer is being made
pursuant to an offer to purchase and related letter of transmittal,
each dated March 24, 2011, and a merger agreement dated
March 10, 2011 among RC2, Tomy and the Purchaser (the "Merger
Agreement"). Pursuant to the Merger Agreement, after completion of
the tender offer and the satisfaction or waiver of all conditions,
the Purchaser will merge with and into RC2, with RC2 continuing as
the surviving corporation and a wholly owned indirect subsidiary of
Tomy.
Under the terms of the Merger Agreement, RC2 was permitted to
continue to engage in solicitation activities for up to 15 calendar
days after April 9, 2011 with a party that submitted a bona
fide written acquisition proposal during the "go-shop" period under
certain circumstances as provided in the Merger Agreement. No party
submitted an acquisition proposal during the "go-shop" period, and
therefore the "go-shop" period expired at 5:00 p.m., New York City
time, on April 9, 2011, without any extension. RC2 has no
further opportunities to extend the length of the "go-shop"
period.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, at the end of April 20, 2011, unless the
tender offer is extended or earlier terminated. RC2's Board of
Directors continues to recommend that stockholders tender their
shares into the tender offer.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of RC2 common stock is being made
pursuant to an offer to purchase and related materials that the
Purchaser and Tomy have filed on Schedule TO with the Securities
and Exchange Commission. RC2 has also filed
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the Securities and Exchange
Commission. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. These
materials have been sent free of charge to all stockholders of RC2.
In addition, all of these materials (and all other materials filed
by RC2 with the Securities and Exchange Commission) are available
at no charge from the Securities and Exchange Commission through
its website at www.sec.gov. Free copies of the offer to purchase,
the related letter of transmittal and certain other offering
documents are also available from Okapi Partners, the information
agent for the tender offer, by calling (877) 869-0171. Investors
and security holders may also obtain free copies of the documents
filed with the Securities and Exchange Commission by RC2 by
directing a request to 1111 West 22nd Street, Suite 320, Oak Brook,
Illinois 60523.
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