- Written communication relating to an issuer or third party (SC TO-C)
09 Mayo 2012 - 3:50PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE TO
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TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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Leading Brands, Inc.
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(Name of Subject Company (Issuer) and Name of Filing
Person (Offeror))
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Common Shares Without Par Value
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(Title of Class of Securities)
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52170U207
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(CUSIP Number of Class of Securities)
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Marilyn Kerzner, Director of Corporate Affairs
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Phone Number: 604-685-5200
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Facsimile: 604-685-5249
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Suite 1800 - 1500 West Georgia Street
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Vancouver, British Columbia Canada V6G 2Z6
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(Name, Address, and Telephone Numbers of Person
Authorized
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to Receive Notices and Communications on Behalf of Filing
Persons)
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with copies of communications to:
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W. Scott Wallace
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J. Douglas Seppala
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Haynes and Boone, LLP
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DuMoulin Black LLP
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2323 Victory Avenue
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10th Floor, 595 Howe Street
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Dallas, Texas 75219
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Vancouver, British Columbia V6C 2T5
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(214) 651-5587
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(604) 687-1224
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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Not Applicable
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Not
Applicable
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* Pursuant to General Instruction D to Schedule TO, no filing
fee is required for pre-commencement communication.
[ ]
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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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Form or Registration No.:
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N/A
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Filing Party:
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N/A
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Date Filed:
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N/A
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[ x ]
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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:
[ ]
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third-party tender offer subject to Rule
14d-1.
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[ x ]
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issuer tender offer subject to Rule 13e-4.
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[ ]
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going-private transaction subject to Rule
13e-3.
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[ ]
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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: [ ]
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
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[ ]
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Rule 13e-4(i) (Cross-Border Issuer Tender
Offer)
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[ ]
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Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer)
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FOR IMMEDIATE RELEASE
CONTACT:
Leading Brands, Inc.
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Tel: (604) 685-5200
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Email:
info@LBIX.com
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LEADING BRANDS, INC. ANNOUNCES
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Intention to Commence a Dutch Auction Tender Offer
to
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Repurchase up to US$800,000 of its Common Shares
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at a Cash Purchase Price Not Greater than US$5.00 per
Share,
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Nor Less Than US$4.10 per Share
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Vancouver, Canada, May 9, 2012, Leading Brands, Inc.
(NASDAQ: LBIX),
North Americas only fully integrated healthy branded
beverage company, announces that it intends to commence a modified "Dutch
Auction" tender offer to repurchase up to US$800,000 of its common shares. The
tender offer is expected to commence on or about May 18, 2012.
Under the terms of the proposed tender offer, Leading Brands
shareholders will have the opportunity to tender some or all of their common
shares at a price within the range of US$4.10 to US$5.00 per share (in
increments of US$0.10) . Based on the number of shares tendered and the prices
specified by the tendering shareholders, Leading Brands will determine the
lowest per share price within the range that will enable it to buy US$800,000 in
shares, or such lesser number of shares that are properly tendered. All shares
accepted for payment will be paid the same price, regardless of whether a
shareholder tendered such shares at a lower price within the range. At the
minimum price of US$4.10 per share, Leading Brands would repurchase a maximum of
195,122 shares, which represents approximately 6% of Leading Brands currently
outstanding common shares. If, based on the final purchase price determined in
the tender offer, more than US$800,000 in value of common shares are properly
tendered and not properly withdrawn, then Leading Brands will purchase shares
tendered at or below the per share purchase price on a pro rata basis as will be
specified in the offer to purchase. The closing price of Leading Brands common
shares on Nasdaq on May 8, 2012 was US$3.55 per share.
The Company has been advised that no directors, executive
officers, nor any entities associated with them, will be participating in the
tender offer.
The tender offer will be funded through available cash. All
shares purchased by Leading Brands in the tender offer will be cancelled.
Leading Brands has determined to commence the tender offer in order to provide
liquidity to shareholders by permitting them the opportunity to tender shares of
Leading Brands common shares for cash in accordance with the terms of the offer
to purchase that will be filed with the Securities and Exchange Commission.
The tender offer will not be contingent upon any minimum number
of common shares being tendered. The tender offer will be subject to a number of
other terms and conditions that will be specified in the offer to purchase that
will be distributed to shareholders. None of Leading Brands, its Board of
Directors, the information agent or the depositary for the tender offer will
make any recommendation to shareholders as to whether to tender or refrain from
tendering their shares into the tender offer. Shareholders must decide how many
shares they will tender, if any.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF
LEADING BRANDS, INC. COMMON SHARES. THE TENDER OFFER WILL BE MADE ONLY PURSUANT
TO AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT
LEADING BRANDS INTENDS TO DISTRIBUTE TO ITS SHAREHOLDERS AND FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF,
AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS AND INVESTORS WILL BE ABLE TO
OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT LEADING BRANDS INTENDS
TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE
AT WWW.SEC.GOV OR BY CALLING THE INFORMATION AGENT (TO BE IDENTIFIED AT THE TIME
THE OFFER IS MADE) FOR THE TENDER OFFER. SHAREHOLDERS ARE URGED TO CAREFULLY
READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER.
About Leading Brands, Inc.
Leading Brands,
Inc. (NASDAQ:LBIX) is North Americas only fully integrated healthy beverage
company. Leading Brands creates, designs, bottles, distributes and markets its
own proprietary premium beverage brands such as TrueBlue
®
Blueberry
Juice, LiteBlue
®
Blueberry Juice, TrueBlack Blackberry Juice,
PureBlue
®
, UnWine
®,
PureRed
®
, PureBlack
®
and PureWhite
®
SuperJuices and BabyBlue
®
childrens
superfruit blends via its unique Integrated Distribution System (IDS) which
involves the Company finding the best and most cost-effective route to market.
The Company strives to use the best natural ingredients hence its mantra: Better
Ingredients Better Brands.
Better Ingredients | Better Brands
©2012 Leading Brands, Inc.
This news release is available at
www.LBIX.com
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