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. 4)
IEC Electronics Corp.
(Name of Subject Company (Issuer))
CTI Acquisition Corp.
(Offeror)
a direct, wholly-owned subsidiary of
Creation Technologies International Inc.
(Parent of Offeror)
Alan E. Goldberg
(Other Person)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
44949L105
(CUSIP Number of Class of Securities)
James W. Hackett, Jr.
General Counsel and Head of Acquisitions
Creation Technologies Inc.
One Beacon Street
Boston, Massachusetts 02108
Telephone: (877) 734-7456
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
William P. Gelnaw, Jr.
John R. Pitfield
Choate, Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110
(617) 248-5000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$176,771,474.95 | $19,285.77 | |
|
* | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 10,667,587 shares of common stock, par value $0.01 per share (the Shares), of IEC Electronics Corp., a Delaware corporation (the Company) outstanding multiplied by the offer price of $15.35 per Share; (ii) 151,700 Shares reserved for issuance upon the settlement of all outstanding unvested restricted stock unit awards (Unvested RSUs), including both time-based and performance-based restricted stock units, multiplied by the offer price of $15.35 per Share; and (iii) 696,770 Shares issuable pursuant to outstanding options (Options), multiplied by the offer price of $15.35 per share. The foregoing Share figures have been provided by the Company to the Offeror and are as of August 20, 2021, the most recent practicable date. |
** | The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory Rate #1 for fiscal year 2021, issued August 26, 2020, is calculated by multiplying the Transaction Valuation by 0.0001091. |
☒ | 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: | $19,285.77 | Filing Party: | CTI Acquisition Corp. | |||
Form or Registration No.: | Schedule TO-T | Date Filed: | August 26, 2021 |
☐ | 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:
☒ | 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: ☐
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. 4 (Amendment) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the Schedule TO) filed with the Securities and Exchange Commission (the SEC) by CTI Acquisition Corp., a Delaware corporation (the Offeror), Creation Technologies International Inc., a Delaware corporation (Parent), and Alan E. Goldberg (Mr. Goldberg), an individual affiliated with certain private equity funds managed by Goldberg Lindsay & Co. LLC, some of which are the beneficial owners of a controlling interest in Parent and Offeror. The Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding shares (Shares) of common stock, par value $0.01 per share (the Common Stock) of IEC Electronics Corp., a Delaware corporation (the Company) at a purchase price of $15.35 per Share (the Offer Price), in cash, net of applicable withholding, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 26, 2021 (the Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the Offer), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO. The Agreement and Plan of Merger, dated as of August 12, 2021, by and among Parent, the Offeror, Creation Technologies Inc., a Delaware corporation (Guarantor) and the Company (as it may be amended from time to time, the Merger Agreement), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of the Schedule TO. Unless otherwise indicated, any references to sections in this Schedule TO are references to sections of the Offer to Purchase.
This Amendment is being filed to amend and supplement Items 1, 4, 6 and 11, and Item 12, as reflected below.
Items 1, 4, 6 and 11.
Items 1, 4, 6 and 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
On September 24, 2021, Offeror announced an extension of the Expiration Time until 5:00 p.m., New York City time, on September 30, 2021, unless further extended or earlier terminated in accordance with the Merger Agreement. The Offer was previously scheduled to expire at the end of the day, at midnight, New York City time, on September 23, 2021.
As contemplated by the terms of the Merger Agreement, Offeror has extended the offering period because the Minimum Condition has not been satisfied. The Depositary and Paying Agent has advised Offeror that, as of 6:00 p.m., New York City time, on September 23, 2021, approximately 6,406,629 Shares have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 60.0% of the outstanding Shares.
The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(E).
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Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
EXHIBIT INDEX
(a)(5)(E) Press Release issued by IEC Electronics Corp. and Creation Technologies Inc. on September 24, 2021.
Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO
The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows: All references in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) of the expiration date of the Offer being end of the day, at midnight, New York City time, on September 23, 2021 are amended and replaced with 5:00 p.m., New York City time, on September 30, 2021.
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SIGNATURES
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.
CTI ACQUISITION CORP. | ||
By: | /s/ James W. Hackett, Jr. | |
Name: James W. Hackett, Jr. | ||
Title: President, Chief Executive Officer and Secretary | ||
CREATION TECHNOLOGIES INTERNATIONAL INC. | ||
By: | /s/ James W. Hackett, Jr. | |
Name: James W. Hackett, Jr. | ||
Title: Vice President and Secretary | ||
/s/ Alan E. Goldberg | ||
Alan E. Goldberg, Individually as controlling person of the funds affiliated with Goldberg Lindsay & Co., LLC that own a controlling interest in CTI Acquisition Corp. and Creation Technologies International Inc. |
Dated September 24, 2021
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Exhibit (a)(5)(E)
FOR IMMEDIATE RELEASE
Creation and IEC Electronics Corp. Announce Extension of Tender Offer
Newark, NY and Boston, MA September 24, 2021 IEC Electronics Corp. (NASDAQ: IEC) (IEC) and Creation Technologies Inc. (Creation) today jointly announced that CTI Acquisition Corp. (Merger Sub), an entity controlled by Creation, had extended the offering period of the previously commenced cash tender offer by Merger Sub to purchase all of the issued and outstanding shares of common stock of IEC to 5:00 p.m., New York City time, on September 30, 2021, unless further extended. The tender offer was previously scheduled to expire at the end of the day, at midnight, New York City time, on September 23, 2021.
As contemplated by the terms of the merger agreement, Creation has extended the offering period because less than two-thirds of IECs shares have been tendered. Computershare Trust Company, N.A., the depositary for the tender offer, has advised Creation that, as of 6:00 p.m., New York City time, on September 23, 2021, 6,406,629 shares of common stock of IEC, representing approximately 60.0% of the issued and outstanding IEC shares, were tendered pursuant to the tender offer. Stockholders who have already tendered their shares of common stock of IEC do not have to re-tender their shares or take any other actions as a result of the extension of the expiration of the tender offer.
D.F. King & Co., Inc. is the Information Agent for the tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to them by telephone, toll-free, at (800) 848-2998, if a stockholder, or by calling (212) 269-5550, if a bank or broker.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
About IEC Electronics
IEC Electronics is a provider of electronic manufacturing services (EMS) to advanced technology companies that produce life-saving and mission critical products for the medical, industrial, and aerospace and defense sectors. The Company specializes in delivering technical solutions for the custom manufacture of complex full system assemblies by providing on-site analytical testing laboratories, custom design and test engineering services combined with a broad array of manufacturing services encompassing electronics, interconnect solutions and precision metalworking. As a full service EMS provider, IEC holds all appropriate certifications for the market sectors it supports including ISO 9001:2015, AS9100D, ISO 13485 and is Nadcap accredited. IEC Electronics is headquartered in Newark, NY and also has operations in Rochester, NY and Albuquerque, NM. Additional information about IEC can be found on its web site at www.iec-electronics.com.
About Creation Technologies
Creation provides total product lifecycle solutions including turnkey design, rapid prototyping, manufacturing and fulfillment to its customers around the world. Since 1991, Creation has been focused on making it easy for OEMs to say yes to their customers. The company of approximately 3,100 people operates ten manufacturing locations, two design centers and a rapid prototyping center in the U.S., Canada, Mexico and China. Its OEM customers are in the Aerospace & Defense, Medical and Tech Industrials markets. Additional information about Creation can be found on its web site at www.creationtech.com.
Additional Information and Where To Find It
Important Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell common stock of IEC or any other securities. This communication is for informational purposes only. The tender offer transaction that commenced on August 26, 2021 by affiliates of Creation is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by such affiliates of Creation with the U.S. Securities and Exchange Commissions (SEC). In addition, IEC filed a related Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. The offer to purchase shares of IECs common stock is only being made pursuant to the Offer to Purchase, the Letter of Transmittal and related offer materials filed as a part of the Tender Offer Statement on Schedule TO, in each case as amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER MATERIALS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER, IEC STOCKHOLDERS ARE STRONGLY ADVISED TO CAREFULLY READ THE TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER MATERIALS) AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS FILED AND AS MAY BE AMENDED FROM TIME TO TIME. IEC stockholders may obtain the Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 at no charge on the SECs website at www.sec.gov. In addition, the Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 may be obtained free of charge from the information agent for the tender offer, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Telephone Number (800) 848-2998, if a stockholder, by (212) 269-5550, if a bank or broker.
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as may, will, should, expects, believes, or other similar words or phrases. These forward-looking statements include, but are not limited to, statements regarding the expected timing of the closing of the transaction, the ability to satisfy closing conditions, the development of any alternative acquisition proposals, including any superior proposal, the approval or completion of the transaction or any other transaction, and all statements that are not based on historical fact. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause the actual results, performance or achievements of IEC or Creation to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those views expressed or implied in the forward-looking statements: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that a sufficient number of IECs stockholders do not participate in the transaction; the risk that the merger agreement for the transaction may be terminated; potential litigation relating to the transaction; the failure to satisfy other conditions to completion of the transaction; the failure of Creation to consummate the necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see IECs Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission.
All forward-looking statements included in this release are made only as of the date indicated or as of the date of this release. Neither IEC nor Creation undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur or which we hereafter become aware of, except as required by law. These forward-looking statements should not be relied upon as representing IECs view or Creations view as of any date subsequent to the date of this press release.
IEC Contact:
Thomas L. Barbato
Senior Vice President and Chief Financial Officer
IEC Electronics Corp.
(315) 332-4493
tbarbato@iec-electronics.com
Agency Contact:
John Nesbett/Jennifer Belodeau
IMS Investor Relations
(203) 972-9200
jnesbett@institutionalms.com
Creation Contact:
Craig Conrad
Vice President Marketing and Communications
Creation Technologies Inc.
(508) 446-3492
craig.conrad@creationtech.com
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