UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Aerosonic Corporation
(Name of Subject Company)
Buccaneer Acquisition Sub Inc.
(Offeror)
TransDigm Group Incorporated
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.40 PAR VALUE PER SHARE
(Title of Class of Securities)
008015307
(Cusip Number of Class of Securities)
W. Nicholas Howley
TransDigm Group Incorporated
1301 East 9th Street, Suite 3000
Cleveland, Ohio 44114
(216) 706-2960
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
| John M. Gherlein Robert A. Weible Baker & Hostetler LLP 1900 East 9th Street, Suite 3200 Cleveland, Ohio 44114 (216) 621-0200 |
David S. Felman, Esq. Christopher J. Stephens, Esq. Hill, Ward & Henderson, P.A. 101 East Kennedy Boulevard Tampa, Florida 33602 (813) 221-3900 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $35,800,614 | $4,884 | |
| * | Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 4,619,434 shares of Aerosonic common stock (representing the (i) 4,020,334 shares of common stock outstanding as of May 1, 2013 and (ii) 599,100 shares of common stock reserved for issuance upon exercise of outstanding options and warrants as of May 1, 2013) by $7.75 per share, which is the offer price. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001364. |
| x | Check 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: | $4,884 | |
| Form or Registration No.: | Schedule TO-T | |
| Filing Party: | TransDigm Group Incorporated and Buccaneer Acquisition Sub Inc. | |
| Date Filed: | May 7, 2013 |
| ¨ | 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:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | 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. x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed by TransDigm Group Incorporated, a Delaware corporation (“TransDigm”), and Buccaneer Acquisition Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of TransDigm (“Purchaser”), on May 7, 2013 (as amended and supplemented, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase each of the outstanding shares of common stock, par value $0.40 per share (the “Shares”), of Aerosonic Corporation, a Delaware corporation (“Aerosonic”), for $7.75 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 May 7, 2013 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are set forth as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively. Capitalized terms used in this Amendment No. 1 but not defined herein shall have the respective meaning given to such terms in the Schedule TO.
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“The Offer expired at 12:00 midnight, New York City time, on June 4, 2013. The Depositary for the Offer has advised TransDigm that, as of the expiration of the Offer, 3,553,830 Shares were validly tendered into and not withdrawn from the Offer, representing approximately 88.4% of the outstanding Shares (which includes 17,711 Shares tendered pursuant to guaranteed delivery procedures). In accordance with the terms of the Offer, Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.
Purchaser intends to exercise the Top-Up Option, pursuant to which Purchaser has an option to purchase that number of Shares equal to the lowest number of Shares that, when added to the number of Shares that TransDigm and its subsidiaries (including Purchaser) own at the time of that exercise, constitutes one Share more than 90% of the number of Shares outstanding on a fully diluted basis. The consummation of the Top-Up Option transaction is expected to take place on or about June 10, 2013. As a result of the purchase of Shares in the Offer and pursuant to the Top-Up Option, Purchaser will own sufficient Shares to effect promptly thereafter a short-form merger under Delaware law without the vote of any other stockholder of Aerosonic. In the Merger, Purchaser will be merged with and into Aerosonic, with Aerosonic surviving the Merger and continuing as an indirect wholly-owned subsidiary of TransDigm. In the Merger, all remaining stockholders of Aerosonic (other than TransDigm, Purchaser, Aerosonic and any of their respective subsidiaries and stockholders that properly exercise their appraisal rights under Section 262 of the DGCL) will receive $7.75 per Share, net in cash, without interest and less any required withholding taxes.
The press release announcing the expiration and results of the Offer is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit |
Description of Exhibit | |
| (a)(5)(D) | Joint press release issued by Aerosonic and TransDigm, dated June 5, 2013 | |
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.
Dated: June 5, 2013
| BUCCANEER ACQUISITION SUB INC. | ||
| By: | /s/ Gregory Rufus | |
| Name: Gregory Rufus | ||
| Title: Secretary and Treasurer | ||
| TRANSDIGM GROUP INCORPORATED | ||
| By: | /s/ Gregory Rufus | |
| Name: Gregory Rufus | ||
| Title: Executive Vice President, Chief Financial Officer and Secretary | ||
[Signature page to Schedule TO Amendment No. 1]
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| (a)(1)(A) | Offer to Purchase, dated May 7, 2013.* | |
| (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) | Summary Newspaper Advertisement as published in The Wall Street Journal on May 7, 2013.* | |
| (a)(5)(A) | Joint press release issued by Aerosonic and TransDigm, dated April 22, 2013 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Aerosonic on April 22, 2013, File No. 001-11750). | |
| (a)(5)(B) | TransDigm presentation to Aerosonic employees (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by TransDigm on April 25, 2013, File No. 005-36394). | |
| (a)(5)(C) | Joint press release issued by Aerosonic and TransDigm, dated May 7, 2013.* | |
| (a)(5)(D) | Joint press release issued by Aerosonic and TransDigm, dated June 5, 2013. | |
| (d)(1) | Agreement and Plan of Merger, dated as of April 19, 2013, by and among TransDigm, Purchaser and Aerosonic (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Aerosonic on April 22, 2013, File No. 001-11750). | |
| (d)(2) | Non-Disclosure Agreement, dated August 1, 2012, between Aerosonic and TransDigm.* | |
| (d)(3) | Non-Disclosure Agreement, dated November 2012, between Aerosonic and TransDigm.* | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed. |
Exhibit (a)(5)(D)
TRANSDIGM GROUP INCORPORATED COMPLETES CASH TENDER OFFER AND ACQUIRES CONTROL OF AEROSONIC CORPORATION
Cleveland, OH and Clearwater, FL – June 5, 2013 – TransDigm Group Incorporated (“TransDigm”) (NYSE: TDG) and Aerosonic Corporation (“Aerosonic”) (NYSE MKT: AIM) today announced the successful completion of the cash tender offer (the “Offer”) by TransDigm’s indirect wholly owned subsidiary, Buccaneer Acquisition Sub Inc. (“Purchaser”), for all of the outstanding shares of Aerosonic common stock (“Shares”) for $7.75 per Share in cash, without interest and less any applicable withholding taxes.
The Offer expired at 12:00 midnight, New York City time, on June 4, 2013. As of the expiration of the Offer, 3,553,830 Shares were validly tendered and not withdrawn (including 17,711 Shares tendered pursuant to guaranteed delivery procedures), representing approximately 88.4% of the outstanding Shares. In accordance with the terms of the Offer, Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.
Purchaser intends to exercise the top-up option granted to it by Aerosonic, pursuant to which Purchaser will acquire from Aerosonic a number of additional Shares that, when added to the number of Shares purchased in the Offer, will result in Purchaser owning at least 90% of the outstanding Shares. The consummation of the top-up option transaction is expected to take place on or about June 10, 2013. As a result of the purchase of Shares in the Offer and pursuant to the top-up option, Purchaser will own sufficient Shares to effect promptly thereafter a short-form merger under Delaware law without the vote of any other stockholder of Aerosonic.
In the merger, Purchaser will be merged with and into Aerosonic, with Aerosonic surviving the merger and continuing as an indirect wholly-owned subsidiary of TransDigm. All remaining stockholders of Aerosonic (other than TransDigm, Purchaser, Aerosonic and any of their respective subsidiaries and holders that properly exercise appraisal rights) will receive $7.75 per Share, net in cash, without interest and less any required withholding taxes.
Advisors
Baker & Hostetler LLP is acting as legal advisor to TransDigm. Bluestone Capital Partners is acting as financial advisor and Hill Ward Henderson, PA is acting as legal advisor to Aerosonic. Hyde Park Capital also provided financial advice to Aerosonic’s Board of Directors with respect to the transaction.
About TransDigm
TransDigm, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and
chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and lighting and control technology.
About Aerosonic Corporation
Aerosonic designs and manufactures proprietary, highly engineered aviation components for use on commercial and military aircraft. Major product offerings include both mechanical and digital altimeters, airspeed indicators, rate of climb indicators, microprocessor controlled air data test sets, angle of attack stall warning systems, integrated air data sensors and other aircraft sensors, monitoring systems and flight instrumentation.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This press release is not an offer to purchase or a solicitation of an offer to sell securities of Aerosonic. On May 7, 2013, TransDigm filed its offer to purchase and related materials with the Securities and Exchange Commission (the “SEC”) on Schedule TO, and Aerosonic filed its solicitation/recommendation statement with the SEC on Schedule 14D-9. AEROSONIC STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY SINCE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING TERMS AND CONDITIONS OF THE OFFER. Aerosonic stockholders may obtain a free copy of these materials and other documents filed by TransDigm or Aerosonic with the SEC at the website maintained by the SEC at www.sec.gov. In addition, these materials are available free of charge to Aerosonic stockholders from Georgeson Inc., the Information Agent for the Offer, at (800) 868-1390 (toll-free).
Some of the statements in this press release constitute “forward-looking statements.” These statements are related to the expected timing, completion and effects of the proposed transaction or other future events, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue,” or the negative of such terms, or other comparable terminology. These statements are only predictions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Aerosonic and TransDigm make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.
Media / Investor Contacts
| For TransDigm Group Incorporated
TransDigm Group Incorporated Liza Sabol Investor Relations (216) 706-2945 ir@transdigm.com |
For Aerosonic Corporation
Aerosonic Corporation Mark Perkins Executive Vice President of Sales and Marketing (727) 461-3000 mperkins@aerosonic.com |