SC TO-C 1 w44336esctovc.htm SC TO-C sctovc
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Adams Respiratory Therapeutics, Inc.
(Name of Subject Company (Issuer))
Twickenham Inc.
an indirect, wholly-owned subsidiary of Reckitt Benckiser Group plc
(Names of Filing Person (Offerors))
Common Stock, $.01 par value per share
(Title of Class of Securities)
00635P107
(CUSIP Number of Class of Securities)
(Underlying Options to Purchase Common Shares)
 
ANDREW BALDRY
RECKITT BENCKISER GROUP PLC
103-105 BATH ROAD
SLOUGH
BERKSHIRE SL1 3UH
UNITED KINGDOM
+44 (0)1753 217800
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Neil Goodman, Esq.
Richard Baltz, Esq.
Arnold & Porter LLP
555 12
th Street, NW
Washington, DC 20004
Telephone: (202) 942-5000
 
CALCULATION OF FILING FEE
           
 
  Transaction Valuation*     Amount of Filing Fee*  
 
 
       
  Not Applicable*     Not Applicable*  
 
 
*   A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
     
o
  Check the 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:   Not applicable
Form or Registration No.:   Not applicable
Filing Party:   Not applicable
Date Filed:   Not applicable
     
þ
  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:
     
þ
  third-party tender offer subject to Rule 14d-1.
o
  issuer tender offer subject to Rule 13e-4.
o
  going-private transaction subject to Rule 13e-3.
o
  amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing fee is a final amendment reporting the results of the tender offer: o


 

IMPORTANT INFORMATION
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Adams Respiratory, Inc. common stock discussed today has not commenced. At the time the offer is commenced, an indirect, wholly owned subsidiary of Reckitt Benckiser Group plc will file a tender offer statement on Schedule TO with the Securities and Exchange Commission and Adams will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Adams’ security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.
The Merger Agreement, dated December 10, 2007, by and among Adams Respiratory Therapeutics, Inc. (the “Company”), Reckitt Benckiser Group plc and Twickenham Inc. was filed on December 10, 2007 as Exhibit 2.1 to the Company’s Current Report on Form 8-K and is incorporated herein by reference.