This Amendment No. 2 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed
on January 28, 2020 and subsequently amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed on February 26, 2020 (as amended from time to time, the Schedule TO) by Cott Corporation (Cott) and its
indirect wholly owned subsidiary, Fore Acquisition Corporation, a Delaware corporation (the Purchaser) relating to the offer by the Purchaser to exchange for each outstanding share of common stock, $0.001 par value per share, of Primo
Water Corporation, a Delaware corporation (Primo), (a) $5.04 in cash and 0.6549 common shares of Cott, (b) $14.00 in cash, or (c) 1.0229 common shares of Cott (together, the transaction consideration), subject in each case to
the election procedures and, in each case of election to receive the all-cash or all-stock consideration, to the proration procedures described in the Prospectus, as
defined below (collectively, subject to the terms and conditions set forth in the Prospectus and the related forms of Letter of Election and Transmittal, each as hereinafter described, and together with any amendments or supplements thereto, the
Offer).
Cott filed with the U.S. Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 on January 28, 2020, as amended on February 7, 2020, relating to the offer and sale of common shares of Cott to be issued to holders of shares of Primo common stock validly tendered in the Offer and not
properly withdrawn (the Registration Statement). The terms and conditions of the Offer are set forth in the Prospectus, which is a part of the Registration Statement and filed as Exhibit (a)(4)(B) hereto (the Prospectus), and
the related form of Letter of Election and Transmittal, which is filed as Exhibit (a)(1)(A) hereto (the Letter of Election and Transmittal). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus
and the Letter of Election and Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Cott or the Purchaser, is hereby expressly incorporated into 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.
Items 1 through 11.
Items 1 through 11 are hereby
amended and supplemented by adding the following text thereto:
At 5:00 p.m., New York City time, on Friday, February 28, 2020 (the
Expiration), the Offer expired as scheduled and was not extended. The Purchaser was advised by Computershare Trust Company of Canada, the depositary and exchange agent for the Offer, that as of the Expiration, a total of 32,716,138
shares of Primo common stock were validly tendered into and not properly withdrawn from the Offer, representing approximately 81.1% of the outstanding shares of Primo common stock. The number of Primo shares validly tendered and not withdrawn
pursuant to the Offer satisfied the minimum condition to the Offer, and all other conditions to the Offer were satisfied. Accordingly, the Purchaser accepted for exchange, and expects to promptly exchange, all Primo shares validly tendered into and
not properly withdrawn from the Offer.
Following the consummation of the Offer, Cott and the Purchaser completed the acquisition of Primo pursuant to
Section 251(h) of the General Corporation Law of the State of Delaware, through the merger of Primo with and into the Purchaser, with Primo surviving the merger as an indirect wholly owned subsidiary of Cott, followed by the merger of the surviving
corporation with and into Fore Merger, LLC, an indirect wholly owned subsidiary of Cott (the Mergers).
Following the consummation of the
Mergers, Primo requested that the NASDAQ Global Market (NASDAQ) remove the Primo shares from listing on NASDAQ and file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of
1934, as amended, and the regulations thereunder (the Exchange Act). Cott and the Purchaser intend to take steps to cause the termination of the registration of the Primo shares under the Exchange Act and suspend all of Primos
reporting obligations under the Exchange Act as promptly as practicable.
On March 2, 2020, Cott issued a press release announcing the expiration and
results of the Offer and the consummation of the Mergers. The full text of the press release is attached as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.
Item 12.
Item 12 is hereby amended by the addition
of Exhibit (a)(5)(K) as set forth below: