- Tender offer statement by Third Party (SC TO-T)
20 Dicembre 2010 - 4:58PM
Edgar (US Regulatory)
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
DIONEX CORPORATION
(Name of Subject
Company)
WESTON D MERGER CO.
THERMO FISHER SCIENTIFIC
INC.
(Names of Filing
Persons Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Class of
Securities)
254546104
(Cusip Number of Class of
Securities)
Seth H. Hoogasian
Senior Vice President, General Counsel and Secretary
Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, Massachusetts 02451
(781) 622-1000
(Name, Address and Telephone
Number of Person Authorized to Receive Notices
and Communications on Behalf of
Filing Persons)
Copies to:
Matthew M. Guest, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone:
(212) 403-1000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$2,271,379,560
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$161,949.36
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*
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Estimated for purposes of calculating the filing fee only. This
amount is based on the offer to purchase all
19,167,760
outstanding shares of common stock of Dionex Corporation at
a purchase price of $118.50 cash per share, as of
November 30, 2010
, the most recent practicable date.
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**
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The amount of the filing fee is calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, by
multiplying the transaction valuation by 0.00007130.
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Check 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:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Date Filed:
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Not applicable.
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ
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.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer.
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This Tender Offer Statement on Schedule TO (the
Schedule TO
) relates to the offer by
Weston D Merger Co., a Delaware corporation
(Purchaser)
and an indirect wholly owned
subsidiary of Thermo Fisher Scientific Inc., a Delaware
corporation
(Thermo Fisher)
, to purchase all
outstanding shares of common stock, par value $0.001 per share
(the
Shares
), of Dionex Corporation, a
Delaware corporation
(Dionex)
, at $118.50 per
Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated December 20, 2010 (the
Offer to
Purchase
), and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively (which, together with any amendments or
supplements thereto, collectively constitute the
Offer
).
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled Summary Term Sheet is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is Dionex
Corporation, a Delaware corporation. Dionexs principal
executive offices are located at 1228 Titan Way, Sunnyvale,
California 94085. Dionexs telephone number at such address
is
(408) 737-0700.
(b) This Schedule TO relates to all of the outstanding
Shares. Dionex has advised us that, as of the close of business,
on November 30, 2010, there were an aggregate of
(i) 17,497,087 Shares issued and outstanding,
(ii) 81,453 Shares were held in treasury,
(iii) 1,530,498 Shares were underlying outstanding and
unexercised stock options and (iv) 140,175 Shares were
underlying outstanding and unsettled restricted stock units
(including time-vesting and performance-vesting restricted stock
units).
(c) The information set forth in Section 6
Price Range of Shares; Dividends of the Offer to
Purchase is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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This Schedule TO is filed by Thermo Fisher and Purchaser.
The information set forth in Section 9
Certain Information Concerning Purchaser and Thermo
Fisher in the Offer to Purchase and in Schedule I of
the Offer to Purchase is incorporated herein by reference.
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Item 4.
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Terms
of the Transaction.
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The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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The information set forth in the sections of the Offer to
Purchase entitled Summary Term Sheet and
Introduction, and Sections 9, 11, 12 and
13 Certain Information Concerning Purchaser
and Thermo Fisher, Background of the Offer,
Purpose of the Offer; Plans for Dionex; Appraisal
Rights and The Transaction Documents of the
Offer to Purchase is incorporated herein by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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The information set forth in the sections of the Offer to
Purchase entitled Summary Term Sheet and
Introduction, and Sections 6, 7, 12 and
13 Price Range of Shares; Dividends,
Possible Effects of the Offer on the Market for the
Shares; Stock Exchange Listing(s); Registration under the
Exchange Act; Margin Regulations, Purpose of the
Offer; Plans for Dionex; Appraisal Rights, and The
Transaction Documents of the Offer to Purchase is
incorporated herein by reference.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth in Section 10
Source and Amount of Funds of the Offer to Purchase
is incorporated herein by reference.
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Item 8.
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Interests
in Securities of the Subject Company.
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The information set forth in Sections 9, 12 and
13 Certain Information Concerning Purchaser
and Thermo Fisher, Purpose of the Offer; Plans for
Dionex; Appraisal Rights, and The Transaction
Documents of the Offer to Purchase is incorporated herein
by reference.
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Item 9.
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Persons/Assets
Retained, Employed, Compensated or Used.
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The information set forth in the section of the Offer to
Purchase entitled Introduction and Sections 11
and 17 Background of the Offer and
Fees and Expenses of the Offer to Purchase is
incorporated herein by reference.
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Item 10.
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Financial
Statements.
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Not applicable.
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Exhibit
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No.
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Description
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(a)(1)(A)
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Offer to Purchase dated December 20, 2010.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Internal Revenue Service
Form W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(F)
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Summary Advertisement dated December 20, 2010.
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(a)(5)(A)
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Joint Press Release issued by Thermo Fisher Scientific Inc. and
Dionex Corporation on December 13, 2010 (incorporated by
reference to Exhibit 99.1 to the Current Report on
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 13,
2010).
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(a)(5)(B)
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Investor Presentation, dated December 13, 2010
(incorporated by reference to Exhibit 99.2 to the Current
Report on
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 13,
2010).
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(a)(5)(C)
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Transcript of Conference Call held December 13, 2010
(incorporated by reference to Exhibit 99.3 to the Current
Report on
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 13,
2010).
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(a)(5)(D)
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Letter to Dionex employees from Marc Casper, Chief Executive
Officer of Thermo Fisher, dated December 13, 2010
(incorporated by reference to the
Schedule 14D-9
filed by Dionex Corporation on December 13, 2010).
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(b)
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Commitment Letter dated as of December 12, 2010 among
Thermo Fisher Scientific Inc., Barclays Bank PLC, JPMorgan Chase
Bank, N.A. and J.P. Morgan Chase Manhattan Bank.
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(c)
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Not applicable.
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(d)
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Agreement and Plan of Merger dated as of December 12, 2010
among Thermo Fisher Scientific Inc., Weston D Merger Co. and
Dionex Corporation (incorporated by reference to the
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 16,
2010).
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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SIGNATURES
After due inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Weston D Merger Co.
Name: Seth Hoogasian
Thermo Fisher Scientific Inc.
Name: Seth Hoogasian
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Title:
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Senior Vice President, General Counsel and Secretary
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Date: December 20, 2010
EXHIBIT INDEX
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Exhibit
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No.
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Description
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(a)(1)(A)
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Offer to Purchase dated December 20, 2010.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Internal Revenue Service
Form W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(F)
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Summary Advertisement dated December 20, 2010.
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(a)(5)(A)
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Joint Press Release issued by Thermo Fisher Scientific Inc. and
Dionex Corporation on December 13, 2010 (incorporated by
reference to Exhibit 99.1 to the Current Report on
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 13,
2010).
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(a)(5)(B)
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Investor Presentation, dated December 13, 2010
(incorporated by reference to Exhibit 99.2 to the Current
Report on
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 13,
2010).
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(a)(5)(C)
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Transcript of Conference Call held December 13, 2010
(incorporated by reference to Exhibit 99.3 to the Current
Report on
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 13,
2010).
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(a)(5)(D)
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Letter to Dionex employees from Marc Casper, Chief Executive
Officer of Thermo Fisher, dated December 13, 2010
(incorporated by reference to the
Schedule 14D-9
filed by Dionex Corporation on December 13, 2010).
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(b)
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Commitment Letter dated as of December 12, 2010 among
Thermo Fisher Scientific Inc., Barclays Bank PLC, JPMorgan Chase
Bank, N.A. and J.P. Morgan Chase Manhattan Bank.
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(c)
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Not applicable.
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(d)
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Agreement and Plan of Merger dated as of December 12, 2010
among Thermo Fisher Scientific Inc., Weston D Merger Co. and
Dionex Corporation (incorporated by reference to the
Form 8-K
filed by Thermo Fisher Scientific Inc. on December 16,
2010).
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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