SC TO-T/A
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. 8)
CERNER CORPORATION
(Name of Subject Company (Issuer))
CEDAR ACQUISITION
CORPORATION
(Offeror)
a
subsidiary of
OC ACQUISITION LLC
(Parent of Offeror)
a subsidiary of
ORACLE CORPORATION
(Parent of
Offeror)
(Names of Filing Persons)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
156782104
(CUSIP Number of Class of
Securities)
Brian S. Higgins
Senior Vice President and Secretary
Oracle Corporation
2300 Oracle Way
Austin, Texas 78741
Telephone: (737) 867-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
With copies to:
Keith A. Flaum
Tiffany P.
Posil
Hogan Lovells US LLP
855
Main Street, Suite 200
Redwood City, California 94063
Telephone: (650) 463-4000
CALCULATION OF FILING FEE
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| Transaction Valuation* |
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Amount of Filing Fee* |
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$28,477,199,240.00 |
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$2,639,836.37 |
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Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of
the issued and outstanding shares of common stock, par value $0.01 per share, of Cerner Corporation (“Cerner”), at a purchase price of $95.00 per share, net to the seller in cash, without interest thereon and subject to any required tax
withholding. Such shares consist of: (i) 292,952,521 shares of common stock of Cerner that were issued and outstanding as of January 11, 2022; (ii) 3,262,118 shares of common stock of Cerner potentially issuable upon exercise of outstanding exercisable in-the-money stock options as of January 11, 2022; (iii) 2,995,301 shares of common stock of Cerner issuable upon the settlement of outstanding
restricted stock units as of January 11, 2022; and (iv) 550,052 shares of common stock of Cerner issuable upon the settlement of outstanding performance share units as of January 11, 2022. The foregoing figures have been provided by the
issuer to the offeror and are as of January 11, 2022, the most recent practicable date. |
| ** |
The filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2022, issued August 23, 2021, by multiplying the transaction value by 0.0000927. |
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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. |
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| Amount Previously Paid: $2,639,836.37 |
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Filing Party: Cedar Acquisition Corporation, OC Acquisition LLC and Oracle Corporation |
| Form of Registration No.: Schedule TO |
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Date Filed: January 19, 2022 |
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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:
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to Rule 13e-3.
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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:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO
(together with any amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on January 19, 2022 by Cedar Acquisition Corporation, a Delaware corporation (“Purchaser”), which
is a wholly owned subsidiary of OC Acquisition LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”). The Schedule TO relates to the offer by Purchaser to
purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Cerner Corporation, a Delaware corporation (“Cerner”), at a purchase price of $95.00 per Share net to the seller in
cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 19, 2022 (the “Offer to Purchase”), and in the related Letter
of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this
Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them
in the Schedule TO.
Items 1 through 9 and 11.
The Offer to
Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:
“Final Results of the Offer
The Offer and withdrawal rights expired
at 12:00 midnight, Eastern Time, at the end of the day on June 6, 2022 (the “Expiration Time”). According to American Stock Transfer & Trust Company, LLC, the depositary for the Offer, as of the Expiration Time, 194,816,290
Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 66.0% of the outstanding Shares (not including 9,464,299 Shares delivered through Notices of Guaranteed Delivery, representing approximately
3.2% of the outstanding Shares). The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser accepted for payment and
will promptly pay for all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer.
As a result of its acceptance
for payment of all Shares validly tendered and not validly withdrawn pursuant to the Offer, Purchaser owns at least the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the stockholders of Cerner in accordance
with Section 251(h) of the DGCL. Pursuant to Section 251(h) of the DGCL, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Oracle, Parent and Purchaser intend to complete the acquisition of Cerner
through the Merger as promptly as practicable without a meeting of Cerner’s stockholders or any further action by Cerner’s stockholders. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger
(other than (i) Shares held by Cerner as treasury stock or owned by Oracle, Parent, Purchaser or any subsidiary of Cerner, or (ii) Shares held by stockholders who properly exercised appraisal rights in accordance with Section 262 of
the DGCL) will be converted into the right to receive the Offer Price, net to the holder in cash, without interest thereon and subject to any required tax withholding.
Following the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Oracle and Purchaser intend to take steps to cause the
termination of the registration of the Shares under the Exchange Act and suspend all of Cerner’s reporting obligations under the Exchange Act as promptly as practicable.
The full text of the press release announcing the expiration and results of the Offer is attached as Exhibit (a)(5)(Q) to the Schedule TO and is incorporated herein
by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 7, 2022
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Cedar Acquisition Corporation |
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/s/ Brian S. Higgins |
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Name: Brian S. Higgins |
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Title: Senior Vice President and Secretary |
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OC Acquisition LLC |
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/s/ Brian S. Higgins |
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Name: Brian S. Higgins |
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Title: Senior Vice President |
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Oracle Corporation |
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| By: |
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/s/ Brian S. Higgins |
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Name: Brian S. Higgins |
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Title: Senior Vice President and |
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Secretary |
Press Release