Adams Respiratory Therapeutics, Inc. - Tender offer statement by Third Party (SC TO-T)
21 Diciembre 2007 - 2:16PM
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
Adams Respiratory Therapeutics,
Inc.
(Name of Subject Company
(Issuer))
Twickenham Inc.
an indirect, wholly-owned
subsidiary of Reckitt Benckiser Group plc
and
Reckitt Benckiser Group
plc
(Names of Filing Person
(Offerors))
Common Stock, $.01 par value per share
(Title of Class of
Securities)
00635P107
(CUSIP Number of Class of
Securities)
ANDREW BALDRY
RECKITT BENCKISER GROUP PLC
103-1045
BATH ROAD
SLOUGH
BERKSHIRE SL1 3UH
UNITED KINGDOM
+44 (0)1753 217800
(Name, address, and telephone
numbers of person authorized to receive notices and
communications on behalf of
filing persons)
Copies to:
Neil Goodman, Esq.
Richard Baltz, Esq.
Arnold & Porter LLP
555 12th Street, NW
Washington, DC 20004
Telephone:
(202) 942-5000
CALCULATION
OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$2,273,759,574.37
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$69,804.42
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(1)
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Estimated for purposes of calculating the filing fee only.
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(2)
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The filing fee was calculated in accordance with
Rule 0-11
under the Securities Exchange Act of 1934 and Fee Rate Advisory
#4 for fiscal year 2008, issued December 14, 2007, by
multiplying the transaction value by .0000307.
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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: None
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
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 fee is a final amendment
reporting the results of the tender
offer:
o
This Tender Offer Statement on Schedule TO (which, together
with any amendments and supplements thereto, collectively
constitute this “Schedule TO”) is filed by
(i) Twickenham Inc., a Delaware corporation (the
“Purchaser”), an indirect wholly owned subsidiary of
Reckitt Benckiser Group plc, a corporation organized under the
laws of England and Wales (“Reckitt Benckiser”), and
(ii) Reckitt Benckiser. This Schedule TO relates to
the offer (the “Offer”) by the Purchaser to purchase
all of the outstanding shares of common stock, par value $0.01
per share (the “Shares”), of Adams Respiratory
Therapeutics, Inc., a Delaware corporation (“Adams”),
at a price of $60.00 per Share net to the seller in cash,
subject to any applicable withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated December 21, 2007 (which, together with any
amendments and supplements thereto, collectively constitute the
“Offer to Purchase”) and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits
(a)(1)(A) and (a)(1)(B).
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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 Adams
Respiratory Therapeutics, Inc., a Delaware corporation.
Adams’s principal executive offices are located at 4 Mill
Ridge Lane, Mill Ridge Farm, Chester, NJ 07930 USA. Adams’s
telephone number at such address is
(908) 879-1400.
(b) This Schedule TO relates to the outstanding shares
of common stock, par value $0.01 per share, of Adams. Adams has
advised Reckitt Benckiser that, as of December 19, 2007,
36,020,366 Shares were issued and outstanding.
(c) The information set forth in the section in the Offer
to Purchase entitled “Price Range of Shares;
Dividends” 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 Reckitt Benckiser and the
Purchaser. The information set forth in the sections of the
Offer to Purchase entitled “Certain Information Concerning
Reckitt Benckiser and the Purchaser” and in Schedule I
are 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,”
“Introduction,” “Certain Information Concerning
Reckitt Benckiser and the Purchaser,” “Background of
the Offer; Past Contacts or Negotiations with Adams,”
“Purpose of the Offer; Plans for Adams” and “The
Merger Agreement,” respectively, 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,”
“Introduction,” “Price Range of Shares;
Dividends,” “Certain Effects of the Offer,”
“Purpose of the Offer; Plans for Adams,” and “The
Merger Agreement,” respectively, 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 the section of the Offer to
Purchase entitled “Source and Amount of Funds” 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 the sections of the Offer to
Purchase entitled “Certain Information Concerning Reckitt
Benckiser and the Purchaser,” “Purpose of the Offer;
Plans for Adams,” and “The Merger Agreement” 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 “Fees and Expenses” 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 the sections of the Offer to
Purchase entitled “Certain Information Concerning Reckitt
Benckiser and the Purchaser,” “Background of the
Offer; Past Contacts or Negotiations with Adams,”
“Purpose of the Offer; Plans for Adams” and “The
Merger Agreement,” respectively, is incorporated herein by
reference.
(a)(2) The information set forth in the sections of the Offer to
Purchase entitled “Purpose of the Offer; Plans for
Adams,” “Certain Conditions of the Offer” and
“Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(3) The information set forth in the sections of the Offer to
Purchase entitled “Certain Conditions of the Offer”
and “Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to
Purchase entitled “Certain Effects of the Offer,”
“Source and Amount of Funds” and “Certain Legal
Matters; Regulatory Approvals,” respectively, 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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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated December 21, 2007.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
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 as published in The Wall Street Journal on
December 21, 2007.
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(a)(5)(A)
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Joint press release issued by Adams and Reckitt Benckiser, dated
December 10, 2007 (incorporated by reference to the Tender
Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(B)
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Email to Adams Employees from Javed Ahmed of Reckitt Benckiser,
dated December 10, 2007 (incorporated by reference to the
Tender Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(C)
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Transcript of Reckitt Benckiser conference call, dated
December 10, 2007 (incorporated by reference to the Tender
Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(D)
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Slideshow Presentation to Adams Employees, dated
December 10, 2007 (incorporated by reference to the Tender
Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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Exhibit
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Exhibit Name
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(a)(5)(E)
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List of Reckitt Benckiser Acquisition of Adams Frequently Asked
Questions, dated December 14, 2007 (incorporated by
reference to the Tender Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 14, 2007).
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(a)(5)(F)
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Joint press release issued by Adams and Reckitt Benckiser, dated
December 21, 2007, announcing the commencement of the Offer.
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(b)
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Facility Agreement by and among Reckitt Benckiser, Reckitt
Benckiser Treasury Services plc, Barclays Capital and Barclays
Bank PLC dated December 9, 2007.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 10,
2007, by and among Reckitt Benckiser, the Purchaser, and Adams
(incorporated by reference to the Tender Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 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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99
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Power of Attorney dated December 7, 2007 evidencing
authority of William R. Mordan to sign Schedule TO on behalf of
Reckitt Benckiser Group plc.
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Item 13.
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Information
required by
Schedule 13E-3.
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Not applicable.
SIGNATURE
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.
RECKITT BENCKISER GROUP
PLC
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By
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/s/
William
R.
Mordan
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TWICKENHAM INC
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Title:
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Vice President & General Counsel
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Date: December 21, 2007
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*
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Pursuant to a Power of Attorney dated December 7,
2007, filed as Exhibit 99.1
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase dated December 21, 2007.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute
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 as published in The Wall Street Journal on
December 21, 2007.
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(a)(5)(A)
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Joint press release issued by Adams and Reckitt Benckiser, dated
December 10, 2007 (incorporated by reference to the Tender
Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(B)
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Email to Adams Employees from Javed Ahmed of Reckitt Benckiser,
dated December 10, 2007 (incorporated by reference to the
Tender Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(C)
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Transcript of Reckitt Benckiser conference call, dated
December 10, 2007 (incorporated by reference to the Tender
Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(D)
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Slideshow Presentation to Adams Employees, dated
December 10, 2007 (incorporated by reference to the Tender
Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 2007).
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(a)(5)(E)
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List of Reckitt Benckiser Acquisition of Adams Frequently Asked
Questions, dated December 14, 2007 (incorporated by
reference to the Tender Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 14, 2007).
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(a)(5)(F)
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Joint press release issued by Adams and Reckitt Benckiser, dated
December 21, 2007, announcing the commencement of the Offer.
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(b)
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Facility Agreement by and among Reckitt Benckiser, Reckitt
Benckiser Treasury Services plc, Barclays Capital and Barclays
Bank PLC dated December 9, 2007.
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(d)(1)
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Agreement and Plan of Merger, dated as of December 10,
2007, by and among Reckitt Benckiser, the Purchaser, and Adams
(incorporated by reference to the Tender Offer Statement on
Schedule TO-C
filed by Reckitt Benckiser on December 11, 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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99
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.1
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Power of Attorney dated December 7, 2007 evidencing
authority of William R. Mordan to sign Schedule TO on behalf of
Reckitt Benckiser Group plc.
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