Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
29 Novembre 2017 - 11:32PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
TIME INC.
(Name of
Subject Company)
TIME INC.
(Name of Person Filing Statement)
Common stock,
par value $0.01 per share
(Title of Class of Securities)
887228104
(CUSIP Number
of Class of Securities)
Lauren Ezrol Klein
Executive Vice President, General Counsel and Corporate Secretary
225 Liberty Street
New
York, NY 10281
(212) 522-1212
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With
copies to:
William D. Regner
Michael A. Diz
Debevoise & Plimpton LLP
919 Third Avenue
New
York, NY 10022
(212) 909-6000
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☒
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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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This Schedule
14D-9
filing is made in connection with
that certain Agreement and Plan of Merger, dated as of November 26, 2017, by and among Time Inc. (the
Company
), Meredith Corporation and Gotham Merger Sub, Inc., and consists of the Transition Plan FAQ, dated
November 29, 2017 (Exhibit 99.1).
Important Additional Information and Where to Find It
Notice to Investors
This communication
does not constitute an offer to purchase or a solicitation of an offer to sell securities of the Company. The tender offer for the outstanding shares of the Companys common stock described in this communication has not yet commenced. At the
time the planned tender offer is commenced, Meredith Corporation and Gotham Merger Sub, Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (
SEC
) and the Company will file a
solicitation/recommendation statement on Schedule
14D-9
with respect to the planned tender offer. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Those materials
will be made available to the Companys security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SECs Web site: www.sec.gov.
Exhibit Index
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Exhibit
Number
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Exhibit
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99.1
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Transition Plan FAQ, dated November 29, 2017.
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