Uap Holding Corp - Tender offer statement by Third Party (SC TO-T)
10 Dicembre 2007 - 7:10PM
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
UAP HOLDING CORP.
(Name of Subject Company
(Issuer))
AGRIUM INC.
AGRIUM U.S. INC.
UTAH ACQUISITION CO.
(Names of Filing Persons
(Offerors))
Common Stock, par value $0.001 per share
(Title of Class of
Securities)
903441103
(CUSIP Number of Class of
Securities)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8700
(Name, Address and Telephone
Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copies to:
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Leslie O’Donoghue, Esq.
Agrium Inc.
13131 Lake Fraser Drive S.E.
Calgary, Alberta
Canada T2J 7E8
(403) 225-7000
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Edwin S. Maynard, Esq.
Robert B. Schumer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3097
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Patrick C. Finnerty, Esq.
Blake, Cassels & Graydon LLP
3500 Bankers Hall East Tower
855 Second Street SW
Calgary, Alberta, Canada T2P 4J8
(403) 260-9600
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CALCULATION
OF FILING FEE
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Amount of
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Transaction Valuation*
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Filing Fee*
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$
2,146,255,430
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$
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65,891
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*
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Estimated solely for purposes of calculating the filing fee. The
amount of the filing fee is calculated by multiplying the
transaction value by 0.0000307. The transaction valuation was
calculated by adding the sum of (i) the offer price of
$39.00 per share multiplied by 52,457,020 shares of common
stock, par value $0.001 per share, of UAP Holding Corp.
outstanding as of November 30, 2007,
(ii)(a) 1,411,305 shares of common stock par value
$0.001 per share, of UAP Holding Corp., which were subject to
issuance pursuant to the exercise of outstanding options as of
November 30, 2007, multiplied by (b) the amount equal
to $39.00 minus $2.56 (the weighted average exercise price of
such outstanding options), and (iii) the offer price of
$39.00 per share multiplied by 1,256,505 shares of common
stock, par value $0.001 per share, of UAP Holding Corp., which
were subject to issuance pursuant to the settlement of
outstanding restricted stock units and the distribution of
shares with respect to deferred equity units as of
November 30, 2007.
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o
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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:
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N/A
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Filing Party:
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N/A
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Form or Registration No.:
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N/A
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Date Filed:
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N/A
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o
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:
þ
third-party
tender offer subject to
Rule 14d-1.
o
issuer
tender offer subject to
Rule 13e-4.
o
going-private
transaction subject to
Rule 13e-3.
o
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:
o
This Tender Offer Statement on Schedule TO (together with
any amendments and supplements thereto, this
“Schedule TO”
) is filed by (i) Agrium
Inc., a corporation governed by the Canada Business Corporations
Act (
“Parent”
), (ii) Agrium
U.S. Inc., a Colorado corporation and an indirect
wholly-owned subsidiary of Parent
(
“Purchaser”
), and (iii) Utah Acquisition
Co., a Delaware corporation and a direct wholly-owned subsidiary
of Purchaser (
“Merger Sub”
). This
Schedule TO relates to the offer by Purchaser to purchase
all of the issued and outstanding shares of common stock, par
value $0.001 per share (the
“Shares”
), of UAP
Holding Corp., a Delaware corporation (the
“Company”
), at a purchase price of $39.00 per
Share, net to the seller in cash without interest thereon and
less any required withholding taxes, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated
December 10, 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 the Offer to Purchase, as each
may be amended or supplemented from time to time, 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 “Summary Term Sheet”
of the Offer to Purchase 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 is UAP Holding Corp.
The Company’s principal executive office is located at
7251 W. 4th Street, Greeley, Colorado 80634 and
its telephone number at such office is
(970) 356-4400.
The information set forth in Section 8 —
“Certain Information Concerning the Company” of the
Offer to Purchase is incorporated herein by reference.
(b) This Schedule TO relates to Purchaser’s offer
to purchase all of the issued and outstanding Shares. According
to the Company, as of November 30, 2007, there were
52,457,020 Shares issued and outstanding,
1,411,305 Shares reserved and available for issuance upon
or otherwise deliverable in connection with the exercise of
outstanding options, and 1,256,505 Shares reserved and
available for issuance upon or otherwise deliverable in
connection with the settlement of restricted stock units and the
distribution of Shares with respect to deferred equity units.
(c) The information set forth in Section 6 —
“Price Range of Shares; Dividends on the Shares” 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 Parent, Purchaser and Merger
Sub. The information set forth in Section 9 —
“Certain Information Concerning Parent, Purchaser and
Merger Sub” and Annex I to 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 “Summary Term Sheet,”
“Introduction,” and Sections 9, 11, 12 and 13 of
the Offer to Purchase entitled “Certain Information
Concerning Parent, Purchaser and Merger Sub,”
“Background of Offer; Past Contacts or Negotiations with
the Company,” “Purpose of the Offer and Plans for the
Company” and “The Transaction Documents,” 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 “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 Listing, Market for Shares and SEC Registration,”
“Purpose of the Offer and Plans for the Company,” and
“The Transaction Documents,” is incorporated herein by
reference.
ii
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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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Interest
in Securities of the Subject Company.
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The information set forth in Section 9 —
“Certain Information Concerning Parent, Purchaser and
Merger Sub” 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 Section 18 —
“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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Item 11.
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Additional
Information.
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(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 Parent, Purchaser and
Merger Sub,” “Background of Offer; Past Contacts or
Negotiations with the Company,” “Purpose of the Offer
and Plans for the Company” and “The Transaction
Documents,” 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
and Plans for the Company,” “Conditions to the
Offer” and “Certain Regulatory and Legal
Matters,” 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 Listing, Market for Shares and SEC Registration,”
“Source and Amount of Funds” and “Certain
Regulatory and Legal Matters,” is incorporated herein by
reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
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(a)(1)(i)
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Offer to Purchase, dated December 10, 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 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 December 10,
2007 in The New York Times.
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(a)(5)(i)
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Joint press release issued by Parent and the Company on
December 3, 2007 (incorporated by reference to
Exhibit A to the Schedule TO filed with the Securities
and Exchange Commission (the “SEC”) by Parent,
Purchaser and Merger Sub on December 3, 2007).
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(a)(5)(ii)
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A PowerPoint presentation that accompanied a website simulcast
on December 3, 2007 by Parent in connection with its
proposed acquisition of the Company (incorporated by reference
to Exhibit B to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 3, 2007).
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iii
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(a)(5)(iii)
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A message distributed by the Company’s Chief Executive
Officer, Chairman and President to the employees of the Company
on December 3, 2007 in connection with Parent’s
proposed acquisition of the Company (incorporated by reference
to Exhibit C to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 3, 2007).
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(a)(5)(iv)
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A message distributed by Parent’s President and Chief
Executive Officer to the employees of Parent on December 3,
2007 in connection with Parent’s proposed acquisition of
the Company (incorporated by reference to Exhibit D to the
Schedule TO filed with the SEC by Parent, Purchaser and
Merger Sub on December 3, 2007).
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(a)(5)(v)
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A transcript of a website simulcast by Parent on
December 3, 2007 in connection with its proposed
acquisition of the Company (incorporated by reference to
Exhibit A to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 4, 2007).
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(b)
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Commitment Letter from Royal Bank of Canada to Parent, dated as
of December 2, 2007.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 2, 2007,
by and among Parent, Merger Sub and the Company (incorporated by
reference to Exhibit 1 to
Form 6-K
filed with the SEC by Parent on December 3, 2007).
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(d)(2)
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Confidentiality Agreement between Parent and the Company, dated
as of September 25, 2006 (incorporated by reference to
Exhibit (e)(2) to
Schedule 14D-9
filed with the SEC by the Company on December 10, 2007).
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(d)(3)
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Side Letter to the Confidentiality Agreement between Parent and
the Company, dated as of November 16, 2007 (incorporated by
reference to Exhibit (e)(3) to
Schedule 14D-9
filed with the SEC by the Company on December 10, 2007).
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(d)(4)
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Side Letter to the Confidentiality Agreement between Parent and
the Company, dated as of November 25, 2007 (incorporated by
reference to Exhibit (e)(4) to
Schedule 14D-9
filed with the SEC by the Company on December 10, 2007).
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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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*
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Included in mailing to stockholders.
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
iv
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
AGRIUM INC.
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By:
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/s/
Michael
M. Wilson
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Name: Michael M. Wilson
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Title:
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President & Chief Executive Officer
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By:
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/s/
Bruce
G. Waterman
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Name: Bruce G. Waterman
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Title:
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Senior Vice President, Finance & Chief Financial
Officer
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AGRIUM U.S. INC.
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By:
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/s/
Richard
L. Gearheard
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Name: Richard L. Gearheard
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Title:
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President & Chief Executive Officer
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By:
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/s/
Patrick
J. Freeman
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Name: Patrick J. Freeman
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Title:
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Vice President & Treasurer
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UTAH ACQUISITION CO.
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By:
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/s/
Richard
L. Gearheard
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Name: Richard L. Gearheard
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By:
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/s/
Patrick
J. Freeman
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Name: Patrick J. Freeman
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Title:
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Vice President & Treasurer
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Dated: December 10, 2007
EXHIBIT INDEX
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(a)(1)(i)
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Offer to Purchase, dated December 10, 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 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 December 10, 2007
in The New York Times.
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(a)(5)(i)
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Joint press release issued by Parent and the Company on December
3, 2007 (incorporated by reference to Exhibit A to the
Schedule TO filed with the SEC by Parent, Purchaser and
Merger Sub on December 3, 2007).
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(a)(5)(ii)
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A PowerPoint presentation that accompanied a website simulcast
on December 3, 2007 by Parent in connection with its proposed
acquisition of the Company (incorporated by reference to
Exhibit B to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 3, 2007).
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(a)(5)(iii)
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A message distributed by the Company’s Chief Executive
Officer, Chairman and President to the employees of the Company
on December 3, 2007 in connection with Parent’s proposed
acquisition of the Company (incorporated by reference to
Exhibit C to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 3, 2007).
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(a)(5)(iv)
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A message distributed by Parent’s President and Chief
Executive Officer to the employees of Parent on December 3, 2007
in connection with Parent’s proposed acquisition of the
Company (incorporated by reference to Exhibit D to the
Schedule TO filed with the SEC by Parent, Purchaser and
Merger Sub on December 3, 2007).
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(a)(5)(v)
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A transcript of a website simulcast by Parent on December 3,
2007 in connection with its proposed acquisition of the Company
(incorporated by reference to Exhibit A to the
Schedule TO filed with the SEC by Parent, Purchaser and
Merger Sub on December 4, 2007).
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(b)
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Commitment Letter from Royal Bank of Canada to Parent, dated as
of December 2, 2007.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 2, 2007,
by and among Parent, Merger Sub and the Company (incorporated by
reference to Exhibit 1 to
Form 6-K
filed with the SEC by Parent on December 3, 2007).
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(d)(2)
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Confidentiality Agreement between Parent and the Company, dated
as of September 25, 2006 (incorporated by reference to
Exhibit (e)(2) to
Schedule 14D-9
filed with the SEC by the Company on December 10, 2007).
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(d)(3)
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Side Letter to the Confidentiality Agreement between Parent and
the Company, dated as of November 16, 2007 (incorporated by
reference to Exhibit (e)(3) to
Schedule 14D-9
filed with the SEC by the Company on December 10, 2007).
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(d)(4)
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Side Letter to the Confidentiality Agreement between Parent and
the Company, dated as of November 25, 2007 (incorporated by
reference to Exhibit (e)(4) to
Schedule 14D-9
filed with the SEC by the Company on December 10, 2007).
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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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*
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Included in mailing to stockholders.
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