UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PEERLESS SYSTEMS CORPORATION
(Name of Subject Company (Issuer))
MOBIUS ACQUISITION Merger Sub, inc.
a wholly owned subsidiary of
mobius acquisition, LLC
(Name of Filing Persons (Offerors))
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
705536100
(CUSIP Number of Class of Securities)
Lodovico de Visconti
Managing Director
650 Smithfield Street, Suite 705
Pittsburgh, Pennsylvania 15222
(412) 281-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Ronald W. Frank
Nicholas A. Bonarrigo
Reed Smith LLP
225 Fifth Avenue, Suite 1200
Pittsburgh, Pennsylvania 15222
(412) 288-3131
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
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$21,506,548 |
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$2,499.06 |
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* |
Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 3,072,364 shares of common stock, $0.001 par value per share, of Peerless Systems Corporation (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (representing as of December 22, 2014 (i) 2,701,364 Shares issued and outstanding (including 70,066 shares of restricted stock), and (ii) 371,000 Shares issuable upon the exercise of outstanding options, multiplied by (b) the offer price of $7.00 per Share. |
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The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory #1 for fiscal year 2015, issued August 29, 2014, by multiplying the transaction value by 0.0001162. |
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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: |
$2,499.06. |
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Filing Party: |
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Mobius Acquisition, LLC. |
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Form or Registration No.: |
Not applicable. |
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Date Filed: |
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January 13, 2015. |
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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:
☒ third-party tender offer subject to Rule 14d-1.
☐ issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ 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: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission on January 13, 2015 (together with any amendments and supplements thereto, the “Schedule TO”), which relates to the tender offer (the “Offer”) by Mobius Acquisition Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Mobius Acquisition, LLC (“Parent”), a Delaware limited liability company, to purchase all issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Peerless Systems Corporation, a Delaware corporation (“Peerless”), at a price of $7.00 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 January 13, 2015 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer.” This Amendment No. 1 is being filed on behalf of Parent and Purchaser. Capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Offer to Purchase.
All information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and 11 in the Schedule TO, and is supplemented by the information specifically provided in this Amendment No. 1.
This Amendment No. 1 is being filed to amend and supplement Items 1, 4, 8, 11, and 12 as reflected below.
Items 1, 4, 8 and 11.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“The Offer and withdrawal rights expired at the end of the day, immediately after 11:59 pm Eastern Time on February 11, 2015. The Depositary has advised us that 1,839,051 Shares were validly tendered and not properly withdrawn (not including 1,089 Shares tendered pursuant to notices of guaranteed delivery). The number of Shares tendered (excluding Shares delivered pursuant to notices of guaranteed delivery for which certificates were not yet delivered) satisfies the Minimum Tender Condition, and all Shares that were validly tendered and not properly withdrawn have been accepted for payment in accordance with the terms of the Offer.
Accordingly, Purchaser intends to merge with and into Peerless, without a meeting of the stockholders of Peerless in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Peerless continuing as the surviving corporation and thereby becoming a wholly-owned subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held in the treasury of Peerless or by Parent, Purchaser or any of Parent’s other subsidiaries, which Shares will be canceled and will cease to exist) will be automatically canceled and shall cease to exist and shall thereafter represent only the right to receive $7.00 per Share, without interest, but subject to any required withholding of taxes. As a result of the Merger, Peerless will cease to be a publicly traded company on NASDAQ.”
Item 12.
Item 12 is hereby amended and supplemented by adding the following exhibit:
Exhibit:
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(a)(5)(B) |
Press Release of LCV Capital, dated February 12, 2015. |
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.
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Dated: February 12, 2015 |
mobius acquisition, LLC |
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By: |
/s/ Lodovico de Visconti |
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Name: |
Lodovico de Visconti |
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Title: |
Managing Member |
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MOBIUS ACQUISITION merger sub, inc. |
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By: |
/s/ Lodovico de Visconti |
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Name: |
Lodovico de Visconti |
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Title: |
Chief Executive Officer |
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- 4 -
Exhibit (a)(5)(B)
LCV Capital Management closes tender offer to acquire Peerless Systems Corporation; acquisition expected to close later today
PITTSBURGH, Pa., Feb. 12, 2015 (GLOBE NEWSWIRE) -- LCV Capital Management, LLC ("LCV Capital") today announced the successful completion of its all-cash tender offer to acquire, through its wholly owned subsidiary, Mobius Acquisition, LLC, all outstanding shares of Peerless Systems Corporation (Nasdaq:PRLS) for $7.00 per share. LCV Capital expects to complete the acquisition of Peerless later today through a merger under Section 251(h) of the Delaware General Corporation Law.
LCV Capital is an investment management company dedicated to producing superior and uncorrelated returns for its clients by applying investment strategies driven by its philosophy of constructive shareholder activism and comprehensive principal protection.
The tender offer expired at 11:59 p.m., Eastern Time on February 11, 2015, and a total of 1,839,051 shares were validly tendered into and not validly withdrawn from the tender offer, representing approximately 59.86% of Peerless' outstanding shares on a fully diluted basis, and approximately 68.08% of all outstanding shares eligible to be tendered in the offer. The condition of the tender offer that a majority of Peerless' outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied.
As a result of the merger planned later today, Peerless will be an indirect wholly owned subsidiary of LCV Capital from February 12, 2015. All remaining eligible Peerless shares will be converted into the right to receive $7.00 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer. Following completion of the merger, the common stock of Peerless will cease to be traded on the NASDAQ Stock Exchange and will no longer be listed.
Reed Smith LLP is serving as LCV Capital's legal counsel and Robinson + Cole LLP is serving as Peerless' legal counsel.
Cautionary statement
This press release contains forward-looking statements that are based on management’s beliefs and assumptions. In some cases, you can identify forward looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” and similar expressions. Such forward-looking statements, including statements relating to LCV Capital’s expectations for the future performance of Peerless Systems Corporation, the future opportunities associated with the acquisition, and the success of LCV Capital integrating Peerless into its portfolio, are not historical facts and are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include changes in economic, market and competitive conditions, changes in the regulatory environment and other government actions, fluctuations in exchange rates and other factors. LCV Capital, Mobius Acquisition and Peerless undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.
CONTACT: Lodovico de Visconti
Managing Partner
(412) 281-7000
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