Amended Tender Offer Statement by Issuer (sc To-i/a)
14 Abril 2014 - 3:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9 to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
INFINITY CROSS BORDER ACQUISITION CORPORATION
(Name of Subject Company (Issuer))
Infinity I-China Fund (Cayman), L.P.
Infinity I-China Fund (Israel), L.P.,
Infinity I-China Fund (Israel 2), L.P.
and
Infinity I-China Fund (Israel 3), L.P.
(Names of Filing Persons (Offerors))
Warrants to Purchase Ordinary Shares,
no par value
(Title of Class of Securities)
G4772R119
(CUSIP Number of Class of Securities)
Amir Gal-Or
c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42
nd
Floor, Tel Aviv, Israel, 67023
011-972-3-607-5170
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
with a copy to:
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300
(212) 370-7889 (fax)
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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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$3,450,000
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$444.36
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*
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Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the purchase of a total of 5,750,000 Warrants to purchase ordinary shares, no par value, at the tender offer price of $0.60 per share.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, equals $128.80 per million dollars of the transaction valuation.
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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: $444.36
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Filing Party: Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P. and Infinity I-China Fund (Israel 3), L.P.
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Form or Registration No.: Schedule TO-I
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Date Filed: January 14, 2014
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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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¨
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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:
x
SCHEDULE TO
Infinity I-China Fund (Cayman), L.P., Infinity
I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P. and Infinity I-China Fund (Israel 3), L.P. (collectively referred
to as the “Purchasers”, “we”, “us” or “our”), hereby amend and supplement their
Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on January
14, 2014 (together with all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as further amended
by this Amendment No. 9, relates to the offer to purchase for cash up to 5,750,000 of the warrants of Infinity Cross Border Acquisition
Corporation (the “Company” or “Infinity”), each to purchase one ordinary share, no par value (the “Warrants”),
at a price of $0.60 per Warrant, net to the seller in cash, without interest (the “Purchase Price”) for an aggregate
purchase price of up to $3,450,000, upon the terms and subject to certain conditions set forth in the Second Amended and Restated
Offer to Purchase dated March 27, 2014 (the “Offer to Purchase”) and in the related Amended and Restated Letter of
Transmittal (the “Letter of Transmittal”), which, as amended or supplemented from time to time, together constitute
the offer (the “Offer”). The Offer expired at 5:00 p.m. New York City Time, on April 11, 2014.
This is the final amendment to the
Schedule TO and is being filed to report the results of the Offer. This Amendment No. 9 to Schedule TO, as it amends and supplements
the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No.
9 amends and supplements only the items to the Schedule TO that are being amended and supplemented and unaffected items and exhibits
are not included herein.
Items 1 through 11.
The Offer expired at
5:00 p.m. New York City time on April 11, 2014. Based upon information provided by Continental Stock Transfer & Trust Company
LLC, the depositary for the Offer, a total of 7,100 Warrants were validly tendered and not withdrawn in the Offer. The Purchasers
accepted for purchase all such Warrants at a Purchase Price of $0.60 per Warrant for an aggregate Purchase Price of approximately
$4,260. Subsequent to the expiration of the Offer, Infinity consummated its business combination with Glori Energy Inc. (the “Business
Combination”).
On April 14, 2014,
Infinity issued a press release announcing the final results of the Offer as set forth above and the consummation of the Business
Combination. A copy of the press release is filed as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented
by adding the following exhibits:
Exhibit
Number
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Description
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(a)(5)(K)
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Press Release, dated April 14, 2014.
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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.
Dated: April 14, 2014
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Infinity I-China Fund (Cayman), L.P.
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By:
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/s/ Amir Gal-Or
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Name: Amir Gal-Or
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Title: Managing Partner
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Infinity I-China Fund (Israel), L.P.
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By:
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/s/ Amir Gal-Or
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Name: Amir Gal-Or
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Title: Managing Partner
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Infinity I-China Fund (Israel 2), L.P.
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By:
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/s/ Amir Gal-Or
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Name: Amir Gal-Or
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Title: Managing Partner
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Infinity I-China Fund (Israel 3), L.P.
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By:
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/s/ Amir Gal-Or
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Name: Amir Gal-Or
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Title: Managing Partner
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INDEX TO EXHIBITS
Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated January 14, 2014.
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(a)(1)(B)*
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Letter of Transmittal To Tender Warrants.
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(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(1)(F)*
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Amended and Restated Offer to Purchase dated February 28, 2014.
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(a)(1)(G)*
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Second Amended and Restated Offer to Purchase dated March 27, 2014.
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(a)(1)(H)*
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Amended and Restated Letter of Transmittal To Tender Warrants.
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(a)(1)(I)*
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(J)*
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Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(5)(A)
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Investor Presentation dated January 2014 (incorporated by reference to Exhibit 15.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
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(a)(5)(B)
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Press Release, dated January 8, 2014 (incorporated by reference to Exhibit 15.2 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
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(a)(5)(C)*
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Press Release, dated February 3, 2014.
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(a)(5)(D)*
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Press Release, dated February 6, 2014.
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(a)(5)(E)*
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Press Release, dated March 11, 2014.
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(a)(5)(F)*
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Press Release, dated March 17, 2014 (incorporated by reference
to Exhibit 15.2 to the Form 6-K filed by Infinity
Cross Border Acquisition Corporation on March 21, 2014).
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(a)(5)(G)*
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Revised Investor Presentation dated March 2014 (incorporated by reference to Exhibit 15.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on March 21, 2014).
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(a)(5)(H)*
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Press Release, dated March 24, 2014.
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(a)(5)(I)*
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Press Release, dated March 25, 2014.
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(a)(5)(J)*
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Press Release, dated April 9, 2014.
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(a)(5)(K)**
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Press Release, dated April 14, 2014.
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(d)(1)
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Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
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(d)(2)
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Warrant Agreement, dated July 19, 2012, by and between Infinity Cross Border Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
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(d)(3)
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Merger and Share Exchange Agreement, dated January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
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(d)(4)
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Form of Amendment No. 1 to Warrant Agreement between Infinity Cross Border Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.7 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
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(d)(5)*
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First Amendment to the Merger and Share Exchange Agreement, dated February 20, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc.
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(d)(6)*
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Second Amendment to the Merger and Share Exchange Agreement, dated March 19, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on March 21, 2014).
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(g)
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Not applicable.
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(h)
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Not applicable.
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* Previously filed.
**Filed herewith.
Glori Energy (CE) (USOTC:GLRI)
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De May 2024 a Jun 2024
Glori Energy (CE) (USOTC:GLRI)
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De Jun 2023 a Jun 2024
