This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Primo Water Corporation, a Delaware corporation (“Primo” or the “Company”), filed with the Securities and Exchange
Commission (the “SEC”) on January 29, 2020, as amended on February 10, 2020, February 18, 2020 and February 26, 2020 (as amended, the “Schedule 14D-9”). This Schedule 14D-9 relates to the tender offer by Fore Acquisition Corporation (“Purchaser”), a wholly owned subsidiary of Cott Corporation (“Cott”), as disclosed in the Tender Offer
Statement on Schedule TO (together with any exhibits thereto, as amended, the “Schedule TO”), filed by Cott and Purchaser with the SEC on January 28, 2020, pursuant to which Cott and Purchaser have offered to acquire all of the issued
and outstanding shares of Primo common stock in exchange for the following consideration, for each share validly tendered and not properly withdrawn, at the election of the holder:
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(ii)
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1.0229 Cott common shares, no par value per share, plus cash in lieu of any fractional Cott common shares, or
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(iii)
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$5.04 in cash and 0.6549 Cott common shares,
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in each case, without interest and less any applicable taxes required to be deducted or withheld in respect thereof and subject to proration procedures as
applicable.
The terms and conditions of the offer are set forth in Cott’s prospectus/offer to exchange (the “offer to
exchange”), which is part of a Registration Statement on Form S-4 that Cott filed with the SEC on January 28, 2020, as amended by Amendment No. 1 to the Registration Statement on Form S-4 filed with the SEC on February 7, 2020 (as amended and supplemented, the “Form S-4”), and the related letter of election and transmittal, which together,
along with any amendments or supplements thereto, constitute the “offer.”
Except as otherwise set forth below, the information
set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 4. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment No. 4 is being filed to reflect certain updates as set forth below.
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Item 8.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended by adding a new section immediately following the
section entitled “Legal Proceedings” as follows:
“Completion of the Offer and Consummation of the Mergers.
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 Stock Market LLC (“Nasdaq”) remove the Primo shares from listing on Nasdaq and file a Notification of Removal from Listing