This Tender Offer Statement on Schedule TO (this Schedule
TO) is filed by (i) Cognos Incorporated, a corporation organized and existing
under the laws of Canada (Parent), (ii) Cognos Corporation, a Delaware
corporation and wholly-owned subsidiary of Parent (Cognos) and (iii)
Dimension Acquisition Corp., a Massachusetts corporation and an indirect,
wholly-owned subsidiary of Parent (Offeror). This Schedule TO relates to the
offer by Offeror to purchase all outstanding shares of common stock, $0.0025
par value per share and the associated preferred stock purchase rights (together,
the Shares), of Applix, Inc., a Massachusetts corporation (the Company), at
a purchase price of $17.87 per Share, net to the seller in cash without
interest thereon, less any required withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated September
18, 2007 (the Offer to Purchase), and in the related Letter of Transmittal,
copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) (which,
together with any amendments or supplements thereto, collectively constitute
the Offer).
Item 1.
Summary Term Sheet.
The information set forth in the Summary Term Sheet of
the Offer to Purchase is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) The name of
the subject company and the issuer of the securities to which this Schedule TO
relates is Applix, Inc., a Massachusetts corporation. The Companys principal executive
offices are located at 289 Turnpike Road, Westborough, MA 01581-2831. The
Companys telephone number is (508) 870-0200.
(b) This
Schedule TO relates to the outstanding shares of common stock, par value
$0.0025 per share and the associated preferred stock purchase rights of the
Company. The Company has represented in
the Agreement and Plan of Merger, dated September 4, 2007, by and among Parent,
Offeror and the Company that there were 16,048,654 Shares outstanding on August
31, 2007 and options to purchase 4,200,422 Shares outstanding as of August 31,
2007. The information set forth in the Introduction of the Offer to Purchase
is incorporated herein by reference.
(c) The
information set forth in Sections 6 and 14 of the Offer to Purchase entitled Price
Range of Shares; Dividends on the Shares and Dividends and Distributions is
incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
This Schedule TO is filed by Parent, Cognos and Offeror. The information set forth in
Section 9 of the Offer to Purchase entitled Certain Information
Concerning Offeror, Cognos and Parent and Annex I to the Offer to Purchase is
incorporated herein by reference.
Item 4.
Terms of the Transaction.
The information set forth in the Offer to Purchase is
incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the Summary Term Sheet,
Introduction and Sections 9, 11, 12 and 13 of the Offer to Purchase entitled Certain
Information Concerning Offeror, Cognos and Parent, Background of Offer; Past
Contacts or Negotiations with the Company, Purpose of the Offer; The Merger;
Plans for the Company and The Transaction Documents, respectively, is incorporated
herein by reference. Except as set forth therein, there have been no material
contacts, negotiations or transactions during the past two (2) years which
would be required to be disclosed in this Item 5 between any of Offeror,
the Company or any of their respective affiliates or subsidiaries or, to the
knowledge of Offeror, any of those persons listed on Annex I to the Offer to
Purchase, on the one hand, and the Company or its affiliates, on the other,
concerning the merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors or sale or transfer of a
material amount of assets.
Item 6.
Purpose of This Transaction and Plans or Proposals.
The information set forth in the Summary Term Sheet,
Introduction and Sections 6, 7, 12 and 13 of the Offer to Purchase entitled Price
Range of Shares; Dividends on the Shares, Possible Effects of Offer on the
Market for Shares; Stock Quotation; Registration under the Exchange Act; Margin
Regulations, Purpose of the Offer; The Merger; Plans for the Company, and The
Transaction Documents, respectively, is incorporated herein by reference.
Item 7.
Source and Amount of Funds or Other Consideration.
The information set forth in Section 10 of the
Offer to Purchase entitled Source and Amount of Funds is incorporated herein
by reference.
Item 8.
Interest in Securities of the Company.
The information set forth in Section 9 of the
Offer to Purchase entitled Certain Information Concerning Offeror, Cognos and
Parent is incorporated herein by reference.
3
Item 9.
Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the Introduction and
Sections 11, 12 and 18 of the Offer to Purchase entitled Background of Offer;
Past Contacts or Negotiations with the Company, Purpose of the Offer; The
Merger; Plans for the Company and Fees and Expenses, respectively, is
incorporated herein by reference.
Item 10.
Financial Statements.
Not applicable.
Item 11.
Additional Information.
(a)(1) The information set forth in Annex I and
Sections 9, 11, 12 and 13 of the Offer to Purchase entitled Certain
Information Concerning Offeror, Cognos and Parent, Background of Offer; Past
Contacts or Negotiations with the Company, Purpose of the Offer; The Merger;
Plans for the Company and The Transaction Documents, respectively, is
incorporated herein by reference.
(a)(2), (3) The information set forth in Sections
12, 15 and 16 of the Offer to Purchase entitled Purpose of the Offer; The
Merger; Plans for the Company, Certain Conditions to Offerors Obligations
and Certain Regulatory and Legal Matters, respectively, is incorporated
herein by reference.
(a)(4) The information set forth in Sections 7, 10 and
16 of the Offer to Purchase entitled Possible Effects of Offer on the Market
for Shares; Stock Quotation; Registration under the Exchange Act; Margin
Regulations, Source and Amount of Funds and Certain Regulatory and Legal
Matters, respectively, is incorporated herein by reference.
(a)(5) The information set forth in Sections 16 and 19
of the Offer to Purchase entitled Certain Regulatory and Legal Matters and Miscellaneous,
respectively, is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase
is incorporated herein by reference.
Item 12.
Exhibits.
(a)(1)(i)
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Offer to Purchase,
dated September 18, 2007.*
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(a)(1)(ii)
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Form of Letter of
Transmittal.*
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(a)(1)(iii)
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Form of Notice of
Guaranteed Delivery.*
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(a)(1)(iv)
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Form of Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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Form of Letter to
Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
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(a)(1)(vi)
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Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.*
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(a)(1)(vii)
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Form of Summary
Advertisement as published on September 18, 2007 in The Wall Street Journal.
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(a)(5)(i)
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Press Release issued by
Parent on September 5, 2007. (1)
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(a)(5)(ii)
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Press Release issued by
Parent on September 17, 2007. (2)
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(b)
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None.
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(d)(1)
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Agreement and Plan of
Merger, dated as of September 4, 2007, by and among Parent, Offeror and the
Company. (1)
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(d)(2)
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Form of Tender and
Voting Agreement entered into between Parent and each of Peter Gyenes, Alain
Hanover, Bradley D. Fire, Charles F. Kane, John D. Loewenberg, David L.
Mahoney, Milton A. Alpern, Michael A. Morrison and Chanchal Samanta on
September 4, 2007. (1)
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(g)
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None.
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(h)
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None.
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*
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Included in mailing to
stockholders.
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(1)
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Incorporated by
reference to the Schedule TO-C filed by Cognos Incorporated and Dimension
Acquisition Corp. on September 5, 2007.
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(2)
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Incorporated by
reference to the Schedule TO-C filed by Cognos Incorporated and Dimension
Acquisition Corp. on September 17, 2007.
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Item 13.
Information Required by Schedule 13 E-3.
Not applicable.
4
After due inquiry and to
the best of its knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete and correct.
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DIMENSION ACQUISITION CORP.
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By:
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/s/ TOM MANLEY
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Name:
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Tom Manley
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Title:
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President and Treasurer
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COGNOS CORPORATION
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By:
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/
s/
W.
JOHN JUSSUP
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Name:
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W. John Jussup
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Title:
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Director
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COGNOS INCORPORATED
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By:
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/s/ ROBERT G. ASHE
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Name:
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Robert G. Ashe
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Title:
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President and Chief Executive Officer
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Dated September 18, 2007
5
EXHIBIT
INDEX
(a)(1)(i)
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Offer to Purchase,
dated September 18, 2007.*
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(a)(1)(ii)
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Form of Letter of
Transmittal.*
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(a)(1)(iii)
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Form of Notice of
Guaranteed Delivery.*
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(a)(1)(iv)
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Form of Letter to
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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Form of Letter to
Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
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(a)(1)(vi)
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Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.*
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(a)(1)(vii)
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Form of Summary
Advertisement as published on September 18, 2007 in The Wall Street Journal.
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(a)(5)(i)
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Press Release issued by
Parent on September 5, 2007. (1)
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(a)(5)(ii)
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Press Release issued by
Parent on September 17, 2007. (2)
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(b)
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None.
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(d)(1)
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Agreement and Plan of
Merger, dated as of September 4, 2007, by and among Parent, Offeror and the
Company. (1)
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(d)(2)
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Form of Tender and
Voting Agreement entered into between Parent and each of Peter Gyenes, Alain
Hanover, Bradley D. Fire, Charles F. Kane, John D. Loewenberg, David L.
Mahoney, Milton A. Alpern, Michael A. Morrison and Chanchal Samanta on
September 4, 2007. (1)
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(g)
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None.
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(h)
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None.
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*
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Included in mailing to
stockholders.
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(1)
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Incorporated by
reference to the Schedule TO-C filed by Cognos Incorporated and Dimension
Acquisition Corp. on September 5, 2007.
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(2)
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Incorporated by
reference to the Schedule TO-C filed by Cognos Incorporated and Dimension
Acquisition Corp. on September 17, 2007.
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6