Amended Tender Offer Statement by Third Party (sc To-t/a)
01 Noviembre 2016 - 12:34PM
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
(Amendment No. 1)
MONSTER
WORLDWIDE, INC.
(Names of Subject Company (Issuer))
STRATEGIC
INVESTMENT OPPORTUNITIES LLC
(Name of Filing Persons (Offeror))
MEDIANEWS
GROUP, INC.
MNG
ENTERPRISES, INC.
(Names of Filing Persons (Other Person))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
611742107
(CUSIP Number of Class of Securities)
Marshall Anstandig
Strategic Investment Opportunities LLC
c/o MediaNews Group, Inc.
101 W. Colfax Avenue, Suite 1100
Denver, Colorado 80202
Telephone: (408) 920-5999
(Name, address and telephone number of person
authorized
to receive notices and communications on
behalf of Filing Persons)
With copies to:
David D’Urso, Esq. and Jeffrey
L. Kochian, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036
Telephone: (212) 872-1000
CALCULATION OF FILING FEE
Transaction
Value
(1)
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Amount
of Filing Fee
(2)
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$
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33,025,515.50
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$
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3,827.66
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(1)
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Estimated solely for purposes of calculating the filing fee. The transaction value was determined by multiplying (A) 8,925,815
shares of common stock, par value $0.001 per share, of Monster Worldwide, Inc. (representing the maximum number of shares subject
to the tender offer) and (B) $3.70 per share (representing the offer price).
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(2)
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The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended,
by multiplying the Transaction Value by .0001159.
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x
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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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$3,827.66
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Form or Registration No.:
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Schedule TO-T (File No. 005-49641)
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Filing Party:
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Strategic Investment Opportunities LLC
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MediaNews Group, Inc.
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MNG Enterprises, Inc.
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Date Filed:
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October 25, 2016
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¨
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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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x
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third-party tender offer subject to Rule 14d-1.
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¨
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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:
x
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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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 October 25, 2016 (together with any amendments and supplements hereto, this “
Schedule TO
”)
by Strategic Investment Opportunities LLC, a Delaware limited liability company (the “
Purchaser
”), an
affiliate of MediaNews Group, Inc., a Delaware corporation (“
MNG
”). This Schedule TO relates to the offer
by the Purchaser to purchase up to 8,925,815 shares (the “
Shares
”) of common stock, par value $0.001
per share (the “
Common Stock
”), of Monster Worldwide, Inc., a Delaware corporation (“
Monster
”
or the “
Company
”), at a price of $3.70 per Share, net to the seller, in cash (the “
Offer
Price
”), without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set
forth in the offer to purchase, dated October 25, 2016 (together with any amendments and supplements thereto, the “
Offer
to Purchase
”), and in the related letter of transmittal (together with any amendments and supplements thereto, the
“
Letter of Transmittal
”), which, together with any amendments or supplements hereto and thereto, collectively
constitute the “
Offer
.” The Offer to Purchase was filed with the Schedule TO as Exhibit (a)(1)(A), and
the Letter of Transmittal was filed with the Schedule TO as Exhibit (a)(1)(B). Capitalized terms used but not defined in this Amendment
No. 1 have the meanings set forth in the Offer to Purchase. The information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference with respect to all the items of this Schedule TO.
This Amendment No. 1 is being filed to announce
termination of the Offer and to amend and supplement Items 1 through 9 and Item 11 of the Schedule TO as provided below.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule
TO are hereby amended and supplemented by adding the following text thereto:
The Purchaser hereby irrevocably and unconditionally
terminates the Offer. The Purchaser is terminating the Offer because it determined that a condition to the Offer could not be
satisfied. Specifically, the Purchaser’s obligation to purchase Shares pursuant to the Offer was subject to the condition
that the Randstad Offer had been terminated at least two business days prior to the expiration of the Offer. On October 31,
2016, Randstad announced the successful completion of the Randstad Offer.
None of the shares of Common Stock were purchased in the Offer
and, as a result of the termination, all of the shares of Common Stock previously tendered will be promptly returned to the holders
thereof, and no consideration will be paid to holders who have tendered their shares of Common Stock.
SIGNATURE
After due inquiry and to the best of their
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 1, 2016
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STRATEGIC INVESTMENT OPPORTUNITIES LLC
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By:
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/s/ Michael J. Koren
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Name:
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Michael J. Koren
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Title:
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Chief Financial Officer
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MEDIANEWS GROUP, INC.
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By:
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/s/ Michael J. Koren
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Name:
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Michael J. Koren
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Title:
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Senior Vice President and Chief Financial Officer
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MNG ENTERPRISES, INC.
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By:
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/s/ Michael J. Koren
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Name:
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Michael J. Koren
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Title:
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Senior Vice President and Chief Financial Officer
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