This
Tender Offer Statement on Schedule TO (the “
Schedule TO
”)
is filed by (i) LG Acquisition Corp., a Virginia corporation (“
Purchaser
”)
and an indirect wholly owned subsidiary of Lonza Group Ltd., a company organized
under the laws of Switzerland (“
Parent
”), and (ii) Parent. This Schedule
TO relates to the offer by Purchaser to purchase all of the outstanding shares
of common stock, par value $1.00 per share (the “
Shares
”),
of Arch Chemicals, Inc., a Virginia corporation (the “
Company
”),
at a price of $47.20 per Share, net to the holder thereof in cash, without
interest thereon and less any required withholding of taxes, upon the terms
and subject to the conditions set forth in the offer to purchase, dated July
15, 2011 (as it may be amended or supplemented, the “
Offer to Purchase
”),
and the related letter of transmittal (as it may be amended or supplemented,
the “
Letter of Transmittal
,” and
together with the Offer to Purchase, the “
Offer
”), copies of
which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Pursuant to
General Instruction F to Schedule TO, the information contained in the Offer to
Purchase, including all schedules and annexes to the Offer to Purchase, is
hereby expressly incorporated in this Schedule TO by reference in response to
Items 1 through 11 of this Schedule TO and is supplemented by the information
specifically provided for in this Schedule TO. The Agreement and Plan of
Merger, dated as of July 10, 2011 (as it may be amended or supplemented from
time to time, the “
Merger Agreement
”), by and among the
Company, Purchaser and Parent, a copy of which is incorporated by reference as
Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by
reference with respect to Items 4 through 11 of this Schedule TO.
Item 1. Summary Term
Sheet.
The
information set forth in the section of the Offer to Purchase entitled “Summary
Term Sheet” is incorporated in this Schedule TO by reference.
Item 2. Subject
Company Information.
(a) The
subject company and issuer of the securities subject to the Offer is Arch
Chemicals, Inc. Its principal executive office is located at 501 Merritt 7,
Norwalk, CT 06851, and its telephone number is (203) 229-2900.
(b) This
Schedule TO relates to the Offer by Purchaser to purchase all issued and
outstanding Shares for $47.20 per Share, net to the holder thereof in cash,
without interest thereon and less any required withholding of taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase and the
related Letter of Transmittal. The information set forth in the “Introduction”
to the Offer to Purchase is incorporated in this Schedule TO by reference.
(c) The
information concerning the principal market in which the Shares are traded and
certain high and low sales prices for the Shares in that principal market is
set forth in the section of the Offer to Purchase entitled “Section 6—Price
Range of Shares; Dividends” and is incorporated in this Schedule TO by
reference.
Item 3. Identity and
Background of Filing Person.
(a), (b),
(c) The information set forth in the section of the Offer to Purchase entitled
“Section 9—Certain Information Concerning Purchaser and Parent” and in Schedule
I to the Offer to Purchase is incorporated in this Schedule TO by reference.
Item 4. Terms of the
Transaction.
(a)(1)(i)−(viii),
(x), (xii) The information set forth in the “Introduction,” “Summary Term
Sheet” and in the sections of the Offer to Purchase entitled “Section 1—Terms
of the Offer,” “Section 2—Acceptance for Payment and Payment,” “Section
3—Procedures for Tendering Shares,” “Section 4—Withdrawal Rights,” “Section
5—Material United States Federal Income Tax Consequences,” “Section 7—Possible
Effects of the Offer on the Market for the Shares; Stock Exchange Listing(s);
Registration Under the Exchange Act; Margin Regulations” and “Section
15—Conditions of the Offer” is incorporated in this Schedule TO by reference.
(a)(1)(ix),
(xi) Not applicable.
(a)(2)(i)−(v)
and (vii) The information set forth in the “Introduction,” “Summary Term Sheet”
and in the sections of the Offer to Purchase entitled “Section 1—Terms of the
Offer,” “Section 5—Material United States Federal Income Tax Consequences,” “Section
11—Background of the Offer” and “Section 12—Purpose of the Offer; Plans for the
Company; Shareholder Approval; Appraisal Rights” is incorporated in this
Schedule TO by reference.
(a)(2)(vi)
Not applicable.
Item 5. Past
Contacts, Transactions, Negotiations and Agreements.
(a), (b)
The information set forth in the “Summary Term Sheet” and in the sections of
the Offer to Purchase entitled “Section 9—Certain Information Concerning
Purchaser and Parent,” “Section 11—Background of the Offer” and “Section
12—Purpose of the Offer; Plans for the Company; Shareholder Approval; Appraisal
Rights” is incorporated in this Schedule TO by reference.
Item 6. Purposes of
the Transaction and Plans or Proposals.
(a),
(c)(1), (c)(3−7) The information set forth in the “Introduction,”
“Summary Term Sheet” and in the sections of the Offer to Purchase entitled
“Section 11—Background of the Offer,” “Section 12—Purpose of the Offer; Plans
for the Company; Shareholder Approval; Appraisal Rights,” “Section 14—Dividends
and Distributions” and “Section 7—Possible Effects of the Offer on the Market
for the Shares; Stock Exchange Listing(s); Registration Under the Exchange Act;
Margin Regulations” is incorporated in this Schedule TO by reference.
(c)(2)
None.
Item 7. Source and
Amount of Funds or Other Consideration.
(a), (b),
(d) The information set forth in the section of the Offer to Purchase entitled
“Section 10—Source and Amount of Funds” is incorporated in this Schedule TO by
reference.
Item 8. Interest in
Securities of the Subject Company.
(a)
None.
(b)
The information set forth in the section of the Offer to Purchase entitled “Section 9—Certain Information Concerning Purchaser and Parent” is
incorporated in this Schedule TO by reference.
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used.
(a) The
information set forth in the “Introduction” and in the section of the Offer to
Purchase entitled “Section 17—Fees and Expenses” is incorporated in this
Schedule TO by reference.
Item 10. Financial
Statements of Certain Bidders.
(a),
(b) Not applicable.
Item 11. Additional
Information.
(a)(1) The
information set forth in the “Summary Term Sheet” and the section of the Offer
to Purchase entitled “Section 12—Purpose of the Offer; Plans for the Company;
Shareholder Approval; Appraisal Rights,” is incorporated in this Schedule TO by
reference.
(a)(2) and
(a)(3) The information set forth in the sections of the Offer to Purchase
entitled “Section 12—Purpose of the Offer; Plans for the Company; Shareholder
Approval; Appraisal Rights,” and “Section 16—Certain Legal Matters; Regulatory
Approvals” is incorporated in this Schedule TO by reference.
(a)(4)
The information set forth in the section of the Offer to Purchase entitled
“Section 7—Possible Effects of the Offer on the Market for the Shares; Stock
Exchange Listing(s); Registration Under the Exchange Act; Margin Regulations”
is incorporated in this Schedule TO by reference.
(a)(5)
None.
(b)
The information set forth in the Offer to Purchase is incorporated in this
Schedule TO by reference.
Item 12. Exhibits
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Exhibit No.
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|
Description
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(a)(1)(A)
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Offer to Purchase,
dated July 15, 2011
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(a)(1)(B)
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Form of
Letter of Transmittal
|
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(a)(1)(C)
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Form of
Notice of Guaranteed Delivery
|
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(a)(1)(D)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
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(a)(1)(E)
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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)(F)
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Form of
Summary Advertisement as published in
The
Wall Street Journal
on July 15, 2011
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(a)(1)(G)
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Form of Notice to Participants in the Arch Chemicals, Inc. Contribution Employee Ownership Plan
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(a)(1)(H)
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Form of Instruction Form for Participants in the Arch Chemicals, Inc. Contribution Employee Ownership Plan
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(a)(1)(I)
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Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9
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(a)(2)
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The
Solicitation/Recommendation Statement on Schedule 14D−9 of Arch
Chemicals, Inc. filed July 15, 2011, incorporated herein by reference
|
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(a)(3)
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Not
applicable
|
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(a)(4)
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Not
applicable
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(a)(5)(A)
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Joint Press Release issued
by Lonza Group Ltd. and Arch Chemicals, Inc., dated July 11, 2011,
incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO of
LG Acquisition Corp. filed July 11, 2011.
|
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(a)(5)(B)
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Presentation
to Investors, dated July 11, 2011, incorporated herein by reference to Exhibit
(a)(5)(B) to the Schedule TO of LG Acquisition Corp. filed July 11, 2011
|
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(a)(5)(C)
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Transcript of Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(C) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011
|
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(a)(5)(D)
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Transcript
of Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule TO of LG Acquisition Corp. filed July 12, 2011
|
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(a)(5)(E)
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FAQ for
Customers, incorporated
herein by reference to Exhibit (a)(5)(E) to the Schedule TO of LG Acquisition
Corp. filed July 12, 2011
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(a)(5)(F)
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FAQ for Suppliers, incorporated herein by reference
to Exhibit (a)(5)(F) to the Schedule TO of LG Acquisition Corp. filed
July 12, 2011
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(a)(5)(G)
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Transcript of Media Conference Call, incorporated
by reference to Exhibit (a)(5)(G) to Schedule TO of LG Acquisition Corp.
filed July 13, 2011
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(a)(5)(H)
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Transcript of Media Conference Call, incorporated by reference to
Exhibit (a)(5)(H) to Schedule TO of LG Acquisition Corp. filed July 13, 2011
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(a)(5)(I)
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Joint Press Release issued by Lanza Group Ltd. and Arch Chemicals, Inc., dated July 15, 2011
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(b)(1)
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Mandate
Letter, dated as of July 10, 2011, by and among Lonza Group Ltd. and the
Initial Banks named therein
|
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(b)(2)
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Ancillary
Letter, dated as of July 13, 2011, by and among Lonza Group Ltd. and the
Initial Banks named therein
|
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(d)(1)
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Agreement
and Plan of Merger, dated as of July 10, 2011, by and among Lonza Group Ltd.,
LG Acquisition Corp. and Arch Chemicals, Inc., incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Arch Chemicals,
Inc. filed July 11, 2011
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(d)(2)
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Confidentiality
Agreement, dated as of May 2, 2011, between Lonza Acquisition Corp. and Arch
Chemicals, Inc.
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(g)
|
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Not
applicable
|
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(h)
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Not
applicable
|
Item 13. Information
Required by Schedule 13E−3.
Not
applicable.
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.
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Date: July
15, 2011
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LG Acquisition Corp.
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By:
|
/s/ J.R. Colleluori
|
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Name:
|
J.R. Colleluori
|
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Title:
|
S.V.P. Corp. Development
|
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Lonza Group Ltd.
|
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By:
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/s/ Marc Funk
|
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Name:
|
Marc Funk
|
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Title:
|
Group General Counsel
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By:
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/s/ J.R. Colleluori
|
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Name:
|
J.R. Colleluori
|
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Title:
|
S.V.P. Corp. Development
|
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EXHIBIT INDEX
|
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Exhibit No.
|
|
Description
|
|
|
|
|
(a)(1)(A)
|
|
Offer to Purchase,
dated July 15, 2011
|
|
(a)(1)(B)
|
|
Form of
Letter of Transmittal
|
|
(a)(1)(C)
|
|
Form of
Notice of Guaranteed Delivery
|
|
(a)(1)(D)
|
|
Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
|
(a)(1)(E)
|
|
Form of
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
|
|
(a)(1)(F)
|
|
Form of
Summary Advertisement as published in
The
Wall Street Journal
on July 15, 2011
|
|
(a)(1)(G)
|
|
Form of Notice to Participants in the Arch Chemicals, Inc. Contribution Employee Ownership Plan
|
|
(a)(1)(H)
|
|
Form of Instruction Form for Participants in the Arch Chemicals, Inc. Contribution Employee Ownership Plan
|
|
(a)(1)(I)
|
|
Form of
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9
|
|
(a)(2)
|
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The
Solicitation/Recommendation Statement on Schedule 14D−9 of Arch
Chemicals, Inc. filed July 15, 2011, incorporated herein by reference
|
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(a)(3)
|
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Not
applicable
|
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(a)(4)
|
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Not
applicable
|
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(a)(5)(A)
|
|
Joint Press Release issued
by Lonza Group Ltd. and Arch Chemicals, Inc., dated July 11, 2011,
incorporated herein by reference to Exhibit (a)(5)(A) to the Schedule TO of
LG Acquisition Corp. filed July 11, 2011.
|
|
(a)(5)(B)
|
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Presentation
to Investors, dated July 11, 2011, incorporated herein by reference to Exhibit
(a)(5)(B) to the Schedule TO of LG Acquisition Corp. filed July 11, 2011
|
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(a)(5)(C)
|
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Transcript
of Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(C) to the Schedule
TO of LG Acquisition Corp. filed July 12, 2011
|
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(a)(5)(D)
|
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Transcript
of Analyst Conference Call, incorporated herein by reference to Exhibit (a)(5)(D) to the Schedule
TO of LG Acquisition Corp. filed July 12, 2011
|
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(a)(5)(E)
|
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FAQ for
Customers, incorporated
herein by reference to Exhibit (a)(5)(E) to the Schedule TO of LG Acquisition
Corp. filed July 12, 2011
|
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(a)(5)(F)
|
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FAQ for
Suppliers, incorporated
herein by reference to Exhibit (a)(5)(F) to the Schedule TO of LG Acquisition
Corp. filed July 12, 2011
|
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(a)(5)(G)
|
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Transcript of Media Conference Call, incorporated
by reference to Exhibit (a)(5)(G) to Schedule TO of LG Acquisition Corp.
filed July 13, 2011
|
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(a)(5)(H)
|
|
Transcript of Media Conference Call, incorporated
by reference to Exhibit (a)(5)(H) to Schedule TO of LG Acquisition Corp.
filed July 13, 2011
|
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(a)(5)(I)
|
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Joint Press Release issued by Lanza Group Ltd. and Arch Chemicals, Inc., dated July 15, 2011
|
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(b)(1)
|
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Mandate
Letter, dated as of July 10, 2011, by and among Lonza Group Ltd. and the Initial
Banks named therein
|
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(b)(2)
|
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Ancillary
Letter, dated as of July 13, 2011, by and among Lonza Group Ltd. and the
Initial Banks named therein
|
|
(d)(1)
|
|
Agreement
and Plan of Merger, dated as of July 10, 2011, by and among Lonza Group Ltd.,
LG Acquisition Corp. and Arch Chemicals, Inc., incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K of Arch Chemicals,
Inc. filed July 11, 2011
|
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(d)(2)
|
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Confidentiality
Agreement, dated as of May 2, 2011, between Lonza Acquisition Corp. and Arch
Chemicals, Inc.
|
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(g)
|
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Not
applicable
|
|
(h)
|
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Not
applicable
|
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