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
Amendment No. 6
BOULDER BRANDS, INC.
(Name of Subject Company (issuer))
SLOPE ACQUISITION INC.
a wholly owned subsidiary of
PINNACLE FOODS INC.
(Names of Filing Persons (offerors))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
101405108
(CUSIP Number of Class of Securities)
M. Kelley Maggs, Esq.
Executive Vice President, Secretary and General Counsel
Pinnacle Foods Inc.
399 Jefferson Road
Parsippany, New Jersey 07054
(973) 541-6620
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Robert I. Townsend, III, Esq.
Jonathan L. Davis, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
CALCULATION OF FILING FEE
| Transaction valuation(1) | Amount of filing fee(2) | |
| $789,124,226 | $79,464.81 | |
| (1) | The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (x) $11.00 (i.e., the per share tender offer price) by (y) the sum of (a) 63,116,425, the number of shares of common stock issued and outstanding, plus (b) 8,317,141, the number of shares of common stock reserved for issuance upon the exercise and vesting of outstanding options, plus (c) 25,000, the number of shares of common stock reserved for issuance upon the exercise and vesting of outstanding stock appreciation rights, plus (d) 280,000, the number of shares of common stock reserved for issuance upon the vesting and settlement of restricted stock unit awards. The foregoing share figures have been provided by the issuer to the offerors and are as of December 7, 2015, the most recent practicable date. |
| (2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction value by 0.0001007. |
| x | 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: $79,464.81 | Filing Party: Pinnacle Foods Inc. and Slope Acquisition Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: December 9, 2015 |
| ¨ | 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. 6 to the Tender Offer Statement on Schedule TO (the “Schedule TO”) amends and supplements the Schedule TO relating to the offer of Slope Acquisition Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Pinnacle Foods Inc., a Delaware corporation (“Pinnacle”), to purchase all outstanding shares of common stock, par value $0.0001 per share (each a “Share”), of Boulder Brands, Inc., a Delaware corporation (“Boulder”), at a price of $11.00 per Share, net to the seller in cash, without interest, less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 9, 2015 (as it may be amended or supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Items 1 through 9 and Item 11.
At 12:00 midnight, New York City time, on January 15, 2016, the Offer expired as scheduled. The Depositary has advised Purchaser that, as of the expiration of the Offer, a total of 59,366,943 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 90.9% of the currently issued and outstanding Shares. As a result, the Minimum Tender Condition has been satisfied. In addition, the Depositary has also advised Purchaser that, as of such time, Notices of Guaranteed Delivery had been delivered for 1,802,034 Shares, representing approximately 2.8% of the currently issued and outstanding Shares. All Shares that were validly tendered and not validly withdrawn pursuant to the Offer have been accepted for payment.
Following the expiration of the Offer and acceptance for payment of the Shares on January 15, 2016, pursuant to the terms of the Merger Agreement and to Section 251(h) of the DGCL, Pinnacle consummated the Merger without a meeting of Boulder stockholders. Pursuant to the Merger Agreement, at the Effective Time, Purchaser was merged with and into Boulder, with Boulder continuing as the surviving corporation and a wholly owned subsidiary of Pinnacle. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than (i) Shares held by Boulder or any of its wholly owned subsidiaries as treasury stock or owned by Pinnacle or any of its subsidiaries, including Purchaser, all of which were canceled and ceased to exist, and (ii) Shares owned by any stockholder of Boulder who was entitled to demand, and who properly demanded, appraisal rights pursuant to Section 262 of the DGCL, was converted into the right to receive an amount in cash equal to the Offer Price, without interest, less any applicable withholding taxes. The Shares will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act.
On January 15, 2016, Pinnacle issued press releases announcing (i) the expiration and results of the Offer and (ii) consummation of the Merger. The press releases are attached as Exhibits (a)(5)(I) and (a)(5)(J), respectively, and are incorporated by reference herein.
Item 12
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| Exhibit No. |
||
| (a)(5)(I) | Press Release issued by Pinnacle on January 15, 2016.* | |
| (a)(5)(J) | Press Release issued by Pinnacle on January 15, 2016.* | |
| * | Filed herewith. |
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: January 15, 2016
| SLOPE ACQUISITION INC. | ||
| By: | /s/ M. Kelley Maggs | |
| Name: | M. Kelley Maggs | |
| Title: | Vice President and Secretary | |
| PINNACLE FOODS INC. | ||
| By: | /s/ Craig Steeneck | |
| Name: | Craig Steeneck | |
| Title: | Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
| (a)(5)(I) | Press Release issued by Pinnacle on January 15, 2016. | |
| (a)(5)(J) | Press Release issued by Pinnacle on January 15, 2016. | |
Exhibit (a)(5)(I)
PINNACLE FOODS COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS
PARSIPPANY, NJ — January 15, 2016 — Pinnacle Foods Inc. (NYSE: PF) (“Pinnacle”) announced today that it has successfully completed its tender offer to purchase all outstanding shares of Boulder Brands, Inc. (NASDAQ: BDBD) (“Boulder”) for $11.00 per share in cash.
The tender offer expired at 12:00 midnight, New York City time, on January 15, 2016. As of expiration, 59,366,943 shares had been validly tendered and not validly withdrawn, representing approximately 90.9% of Boulder’s outstanding shares of common stock. The conditions to the tender offer were satisfied, and Pinnacle has accepted for payment and will promptly pay the depositary for all validly tendered shares.
Pinnacle expects to complete the acquisition of Boulder later today through a merger without a vote or meeting of Boulder’s stockholders, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. Each of the remaining shares of Boulder common stock not purchased in the tender offer will be converted into the right to receive the same $11.00 in cash that will be paid in the tender offer. Upon completion of the merger, Boulder will become a wholly owned subsidiary of Pinnacle. Boulder’s common stock will no longer be listed on the NASDAQ Global Select Market.
American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer. Perella Weinberg Partners LP is acting as dealer manager for the tender offer and Cravath, Swaine & Moore LLP is acting as legal counsel to Pinnacle.
About Pinnacle Foods Inc.
In more than 85% of American households, consumers reach for Pinnacle Foods brands. Pinnacle Foods is ranked on Fortune Magazine’s 2015 Top 1000 companies list. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 4,400 employees. Our Duncan Hines Grocery segment manages brands such as Duncan Hines® baking mixes and frostings, Vlasic® and Vlasic Farmer’s Garden® shelf-stable pickles, Wish-Bone® and Western® salad dressings, Mrs. Butterworth’s® and Log Cabin® table syrups, Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Duncan Hines® Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen segment manages brands such as Birds Eye®, gardein™, Birds Eye Steamfresh®, C&W®, McKenzie’s®, and Freshlike® frozen vegetables, Birds Eye Voila!® complete bagged frozen meals, Van de Kamp’s® and Mrs. Paul’s® frozen prepared seafood, Hungry-Man® frozen dinners and entrees, Aunt Jemima® frozen breakfasts, Lender’s® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods segment manages Tim’s Cascade Snacks®, Hawaiian® kettle style potato chips, Erin’s® popcorn, Snyder of Berlin® and Husman’s® snacks in addition to our food service and private label businesses.
Further information is available at www.pinnaclefoods.com.
About Boulder Brands, Inc.
Boulder Brands, Inc. is committed to offering food solutions that give consumers opportunities to improve their lives - one product at a time. The company’s health and wellness platform consists of brands that target specific health trends: the Glutino® and Udi’s Gluten Free® brands for gluten-free diets; the Earth Balance® brand for plant-based diets; EVOL foods for consumers seeking simple and pure ingredients; and the Smart Balance® brand for heart healthier diets. For more information about Boulder Brands, Inc., please visit www.boulderbrands.com.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements, which describe or are based on current expectations; in particular, statements relating to the company’s tender offer for Boulder. Actual results may differ materially from these expectations. In addition, any statements that are not historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” “will,” and similar expressions) should also be considered to be forward-looking statements. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the risk factors and other cautionary statements in our 2014 Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission.
Pinnacle Foods Financial Contact
Maria Sceppaguercio
Senior Vice President, Investor Relations
(973) 541-8629
Pinnacle Foods Media Contact
Chris DaVault
Manager, External Communications
(973) 541-8620; mediainquiries@pinnaclefoods.com
Exhibit (a)(5)(J)
PINNACLE FOODS COMPLETES ACQUISITION OF BOULDER BRANDS
PARSIPPANY, NJ — January 15, 2016 — Pinnacle Foods Inc. (NYSE: PF) (“Pinnacle”) announced today the completion of its acquisition of Boulder Brands, Inc. (NASDAQ: BDBD) (“Boulder”). Following the completion of its successful tender offer to purchase all outstanding Boulder shares for $11.00 per share in cash, Pinnacle acquired all remaining Boulder shares through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.
At the effective time of the merger, all remaining shares of Boulder common stock not tendered into the tender offer and not owned by Pinnacle were converted into the right to receive $11.00 in cash, which is the same price that was paid in the tender offer. As a result of the transaction, Boulder has become a wholly owned subsidiary of Pinnacle.
Cravath, Swaine & Moore LLP is acting as legal counsel to Pinnacle and Perella Weinberg Partners LP is acting as its financial advisor.
About Pinnacle Foods Inc.
In more than 85% of American households, consumers reach for Pinnacle Foods brands. Pinnacle Foods is ranked on Fortune Magazine’s 2015 Top 1000 companies list. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 5,400 employees. Our Duncan Hines Grocery segment manages brands such as Duncan Hines® baking mixes and frostings, Vlasic® and Vlasic Farmer’s Garden® shelf-stable pickles, Wish-Bone® and Western® salad dressings, Mrs. Butterworth’s® and Log Cabin® table syrups, Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Duncan Hines® Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen segment manages brands such as Birds Eye®, gardein™, Birds Eye Steamfresh®, C&W®, McKenzie’s®, and Freshlike® frozen vegetables, Birds Eye Voila!® complete bagged frozen meals, Van de Kamp’s® and Mrs. Paul’s® frozen prepared seafood, Hungry-Man® frozen dinners and entrees, Aunt Jemima® frozen breakfasts, Lender’s® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods segment manages Tim’s Cascade Snacks®, Hawaiian® kettle style potato chips, Erin’s® popcorn, Snyder of Berlin® and Husman’s® snacks in addition to our food service and private label businesses. The acquisition of Boulder Brands adds well-known brands such as Glutino®, Udi’s Gluten Free®, Earth Balance®, EVOL foods, and Smart Balance® to the Pinnacle Foods portfolio.
Further information is available at www.pinnaclefoods.com.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements, which describe or are based on current expectations; in particular, statements relating to the company’s tender offer for Boulder. Actual results may differ materially from these expectations. In addition, any statements that are not historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” “will,” and similar expressions) should also be considered to be forward-looking statements. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the risk factors and other cautionary statements in our 2014 Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission.
Pinnacle Foods Financial Contact
Maria Sceppaguercio
Senior Vice President, Investor Relations
(973) 541-8629
Pinnacle Foods Media Contact
Chris DaVault
Manager, External Communications
(973) 541-8620; mediainquiries@pinnaclefoods.com